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Final Results

27 Mar 2012 07:00

RNS Number : 0875A
EMED Mining Public Limited
27 March 2012
 



 

 

FINAL RESULTS FOR 12 MONTHS ENDED 31 DECEMBER 2011

27 MARCH 2012

 

EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its audited results for the year ended 31 December 2011.

The full audited report (as required by Toronto Stock Exchange), including consolidated Financial Statements and the Management Discussion and Analysis relating to the Company, which appear below, are also available under the Company's profile on SEDAR at www.sedar.com and on the Company's website at www.emed-mining.com .

Highlights for 2011

·; The Government of Andalucía made policy statements that confirm support of the Company's plans to restart the Rio Tinto Copper Mine as soon as possible, including that it wants the project triggered by Q3 2012. Supportive public statements include that it is satisfied with the Company's constructive approach to resolving outstanding issues, and with its legal, technical and economic competences. Steps taken by the Government of Andalucia since January 2011 include:

·; In January 2011, its Department of Culture and Heritage formally approved project documentation.

·; In July 2011, its Departments of Industry and Environment requested revisions to documentation, notably the environmental management plans, to incorporate an enlarged land footprint and other important requests.

·; In April and August 2011 and in February 2012, it reaffirmed the Company's control of the tailings dams.

·; In January 2012, it conditionally agreed additional project and environmental plans.

·; In January 2012, it referred the project documentsfor review by the national technical agencies.

·; An agreement was executed with project vendor MRI Investment AG (since renamed Astor Holdings)), giving EMED rights to a number of mineral concessions adjacent to the Rio Tinto Copper Mine site.

·; In Slovakia, the Company continued required permitting studies and negotiations with local parties, progressing its plans to develop the Biely Vrch gold deposit.

·; Dr. Jose Sierra Lopez, former Director for Energy in the European Commission, and Mr Robert Francis, former senior partner of Deloitte & Touche in Toronto, joined the Company as non-executive Directors.

·; In December 2011, major shareholders Resource Capital Funds ("RCF") and RMB Australia Holdings ("RMB") exercised their right to convert into ordinary shares the Convertible Loan amounts owed to them by EMED Mining.

Post Period Events, other than any forementioned

·; In March 2012, the Company entered into agreements with a cornerstone customer Yanggu Xiangguang Copper Co. Ltd ("XGC"), including XGC's provision of US$15 million for 10% fully-diluted ordinary equity in the Company and XGC undertaking to provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance for the restart of the Rio Tinto Copper Mine.

 

·; In March 2012, the Company mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million of finance for the restart of the Rio Tinto Copper Mine.

·; In March 2012, the Andalucian election was held. All major political parties had announced policies committing to a rapid processing of the Company's applications for restarting of Rio Tinto Copper Mine.

·; Mr Jasper Bertisen, a principal with significant Company shareholder RCF Management LLC, was appointed as a non-executive director of the Company, replacing colleague Dr Ross Bhappu.

 

Harry Anagnostaras Adams, Managing Director of EMED Mining, commented:

"We made much progress during the period in planning the restart of the Rio Tinto Copper Mine and its associated regulatory permitting, which seems to be heading for finalisation by Q3-2012.

"The only significant hurdle remaining now appears to be accessing project lands not already owned by the EMED Mining group. We therefore collaborate intensely with the regulatory authorities and strive for the earliest qualification for one particular permit, Administrative Standing, which provides the regulatory basis to resolve these land issues.

Enquiries:

EMED Mining

Harry Anagnostaras-Adams

+357 9945 7843

RFC Corporate Finance

Stuart Laing

+61 8 9480 2500

Fox-Davies Capital

Simon Leathers

+44 203 463 5022

Fairfax I.S. PLC

Ewan Leggat/Katy Birkin

+44 207 598 5368

Bishopsgate Communications

Michael Kinirons

+44 207 562 3350

Proconsul Capital

Andreas Curkovic

+1 416 577 9927

 

REPORT OF THE BOARD OF DIRECTORS

For the year ended 31 DECEMBER 2011

The Board of Directors presents its report for EMED Mining Public Limited ("EMED Mining" and or the "Company") and its subsidiaries ("EMED" and or the "Group") together with the consolidated financial statements of the Group for the year ended 31 December 2011.

Incorporation and Principal Activity

EMED Mining was incorporated in Cyprus on 17 September 2004 and is a limited liability company under the Companies Law of Cyprus, Cap. 113. The Company was listed on the Alternative Investment Market ("AIM") of the London Stock Exchange in May 2005 and on the Toronto Stock Exchange ("TSX") on 20 December 2010.

The principal activity of the Group is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralization spanning Europe, the Middle East and Central Asia.

EMED is led by international mining industry specialists with corporate headquarters in Cyprus, the site of the Group's first project. Cyprus is geographically central to the Group's areas of interest, and is a member of both the European Union and the British Commonwealth. EMED has a strong commitment to the responsible development of metal production operations in Europe, with an initial focus on copper and gold.

Review of Operations

During the past 12 months EMED has made further progress on its two major projects: the Rio Tinto Copper Mine in Spain and the Biely Vrch gold project in Slovakia.

At Rio Tinto, EMED's primary effort has been on planning and permitting the re-start of the existing copper mine and processing plant. During the year, the Government of Andalucía has made public policy statements that confirm support of the Group's plans to restart the Rio Tinto Mine as soon as possible, including that it wants the project to be triggered in Q3 2012, the same date as EMED has targeted. Supportive public statements include that it is satisfied with EMED's constructive approach to resolving outstanding issues, and with its technical and economic competences - the criteria for approval of its Administrative Standing. EMED has responded to all queries and requests from the Government regarding permitting. These responses have addressed all matters raised to date. EMED has also provided independent expert reports on sensitive areas such as the optimization of waste and tailings management and storage.

The Government has taken initial steps to demonstrate its commitment to administer permitting and access to third-party lands, whilst ensuring proper handling of third parties' rights and full regulatory compliance. An agreement was executed with project vendor MRI Investment AG ("MRI") giving EMED rights to a number of mineral concessions adjacent to the Rio Tinto Copper Mine site. As soon as the process for the granting of Administrative Standing with respect to these concessions is complete, they will provide exploration potential which will aid EMED's objective to extend the project life. Subject to EMED receiving the necessary government permits for triggering the restart by the end of 2012 along with full access to all adjacent lands now designated as part of the project, a twelve month ramp-up to first production is planned. The Group has estimated re-start costs (project repairs and improvements, bonding and working capital combined) of approximately €150 million, which will be largely fundable from bank and off-take facilities which have already been planned and announced.

On 28 December 2011 Resource Capital Funds ("RCF") and RMB Australia Holdings ("RMB") exercised their right to convert the amounts owed to them under the secured convertible loan agreement, dated 4 March 2009, into new ordinary shares at a price of 4.13 pence per share. Accordingly, the outstanding principal amount owing under the Loan Agreement of US$8.5 million, along with accrued interest of US$159,788 was repaid in full by the issue of shares.

On 6 February 2012, the Company announced that it entered (with one of its subsidiaries), into conditional agreements with cornerstone customer Yanggu Xiangguang Copper Co. Ltd ("XGC"). On 22 March 2012, after approval by shareholders on 12 March 2012, XGC provided US$15 million equity by way of a subscription for new ordinary shares in the Company at a price of 9 pence per share. In addition XGC will provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Mine). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves, at market prices.

EMED Mining announced on 5 March 2012 that it has formally mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million of finance to the Company for the restart of the Rio Tinto Copper Mine. This financing is intended to be in the form of a copper pre-sale agreement and complements the capital and copper sale arrangements with XGC.

EMED is progressing towards the development of its 100%-owned Biely Vrch gold deposit, which contains Indicated Resources of 461,000 ounces and Inferred Resources of 596,000 ounces. In parallel with progressing the required permitting studies and approvals, EMED is working towards reaching various agreements with local parties directly impacted by the development of Biely Vrch. The initial capital cost is estimated to be approximately US$64 million for a 3Mtpa heap-leach operation producing approximately 60,000 ounces of gold per annum at an estimated average cash cost of ±US$530 per ounce. The capital cost noted above is a preliminary estimate derived in 2010 which will be updated in due course.

The Company allowed its option over the Regua tungsten deposit in Portugal to lapse on 31 December 2011, as it did not meet EMED's criteria for going forward.

In Cyprus, EMED continues to assess its large geological database of historical copper mining properties. Discussions are progressing with stakeholders over the entire island in a manner appropriate to the current re-unification efforts.

Results

As at 31 December 2011, the Group had cash of €7.8 million (2010: €21.5 million) and listed shares that had a market value of €3.2 million (2010: €4.4 million). During 2011, the Group incurred a net loss of €9.7 million (2010: €10.2 million), of which exploration and care and maintenance expenses were €5.9 million (2010: €5.2 million) and administration expenses were €3.8 million (2010: €4.8 million).

EMED continues to take a conservative approach in its accounting policy towards exploration expenditure. All such expenditures are written off when incurred pending the Directors' decision to commence project development.

Development costs for the Rio Tinto Copper Mine have been capitalised.

The net loss for the year is summarised as follows:

 

 

2011

EUR 000

2010

EUR 000

Exploration expenses

1,427

1,431

Care and maintenance expenses

4,449

3,779

Share-based benefits

140

1,197

Other operating expenses

3,692

3,651

Other income

(117)

(121)

Net foreign exchange loss

363

8

Net finance costs

1,180

1,185

Impairment of intangible assets

-

310

Share of results of associates

266

165

Tax

(1,733)

(1,372)

Net loss for the year

9,667

10,233

 

The increase in assets during 2011 is mainly due to an increase in property, plant and equipment of €2.4 million and an increase in intangible assets of €2.7 million at the Rio Tinto Copper Mine. The increase in property, plant and equipment is mainly due to the Group capitalising staff costs, professional services and other costs necessary to renovate the mining installations and put them in place for the start up. The increase in intangible assets relates to expenses for lawyers and different consultants developing the technical evaluation of operational and environmental submissions: tailing dams, water management and rehabilitation requirements. As EMED agreed to accept a larger project footprint and the consequent restoration liabilities associated with this, there was a need to increase works and reports connected to this larger footprint. A modified environmental Final Restoration Plan was submitted in February 2012. Subsequently EMED has received responses containing requests and questions from the Departments of Innovation and Environment.

Several engineering studies are underway utilising third party consultants to fully answer these letters.

Share Capital

Details on authorized and issued share capital are disclosed in Note 18 of the consolidated financial statements. At31 December 2011, EMED Mining had a total of 856 million shares on issue (944 million shares fully-diluted).

Future Developments

The Group's key near-term priority is to safely and efficiently start copper production at the Rio Tinto Mine once EMED has completed the regulatory approval process, financed the start-up and obtained shareholder approval.

Our excellent team at the Rio Tinto Mine integrates local expertise with international experience. By working closely with the regulatory authorities, EMED plans to bring this established mine up to the high standards of a 21st century operation.

Development of our Biely Vrch gold deposit in Slovakia would also create substantial value. Our Slovakian team is advancing further studies and permitting of Biely Vrch, while continuing to test a number of prospects in a prolific district.

Board of Directors

The names and particulars of the qualifications and experience of each director are set out below. All directors held office from the start of the financial year to the date of this report, except Dr. Sierra, Mr. Francis and Mr. Bertisen who were appointed on 1 October 2011, 1 December 2011 and 8 February 2012 respectively and Dr. Bhappu who resigned on 8 February 2012. In accordance with the Company's Articles of Association, one third of the board of directors must resign each year. The Company's directors, Mr. Beevor, Mr. Mehra and Mr. Davey will resign from their current positions at the forthcoming Annual General Meeting and, being eligible, will offer themselves for re-election. The remaining directors, presently members of the Board, will continue in office.

Ronald (Ronnie) Beevor, BA (Hons)

Non-Executive Chairman, British and Australian Citizen based in Australia.

Mr. Beevor serves as the Chairman of the Board. He is Chairman of the Corporate Governance, Nominating and Compensation Committee and a member of the Audit and Financial Risk Committee.

Mr. Beevor is an investment banker with extensive involvement in the natural resources industry globally. He was Head of Investment Banking at NM Rothschild & Sons (Australia) Limited between 1997 and 2002 and is currently a Senior Advisor to Gryphon Partners Advisory. He is also a director of Ampella Mining Limited, Bannerman Resources Limited, Rey Resources Limited, Talison Lithium Limited and Unity Mining Limited. Mr. Beevor has an honours degree in Philosophy, Politics and Economics from Oxford University and qualified as a Chartered Accountant in London in 1972.

Aristidis (Harry) Anagnostaras-Adams, B. Comm., MBA 

Managing Director, Australian Citizen based in Cyprus and Spain.

Mr. Anagnostaras-Adams serves as Managing Director and Chief Executive Officer of the Company. He has served as Deputy Chairman of the Australian Gold Council, is a Fellow of the Australian Institute of Management and of the Australian Institute of Company Directors. In January 2005 he moved to Europe to establish and lead EMED Mining.

Since 2006, Mr. Anagnostaras-Adams has also served as Non-Executive Chairman of AIM-listed, KEFI. Mr. Anagnostaras-Adams has previously served as Managing Director of Gympie Gold Limited ("Gympie Gold"), Executive Director of investment company Pilatus Capital Ltd., General Manager of resources investment group Clayton Robard Limited Group, Senior Investment Manager of Citicorp Capital Investors Australia Ltd. and serves (or has served) as a non-executive Director of many other public and private companies across a range of industries.

Mr. Anagnostaras-Adams has a Bachelor of Commerce (in Systems and Finance) from the University of New South Wales, Australia. He qualified as a Chartered Accountant while working with PricewaterhouseCoopers and has a Master of Business Administration from the Australian Graduate School of Management where he was awarded the John Story Memorial Prize as outstanding graduate.

John Leach, B.A. (Economics), MBA., ACA, CA.

Finance Director, Canadian and Australian citizen based in Cyprus and Spain.

Mr. Leach has over 25 years' experience in senior financial and executive director positions within the mining industry internationally. Mr. Leach serves on the Board of KEFI Minerals Plc (since 2006) and is a former member of the boards of Resource Mining Corporation Limited (2006 to 2007) and Gympie Gold Limited (1995 to 2003).

Mr. Leach holds a Bachelor of Arts (Economics) and a Master of Business Administration and is a member of the Institute of Chartered Accountants (Australia), the Institute of Chartered Accountants in Ontario, the Canadian Institute of Chartered Accountants and is a Fellow of the Australian Institute of Directors. 

Roger Davey, ACSM, MSc., C.Eng., Eur.Ing., MIMMM.

Non-Executive Director, British citizen based in the UK.

Mr. Davey serves as a Non-Executive Director of the Company. Mr. Davey is also Chairman of the Physical Risks Committee and is a member of the Audit and Financial Risk Committee.

Mr. Davey has over thirty years experience in the mining industry. Previous employment included Assistant Director and Senior Mining Engineer at NM Rothschild & Sons; Director, Vice-President and General Manager of AngloGold's subsidiaries in Argentina; Operations Director of Greenwich Resources Plc, London; Production Manager for Blue Circle Industries in Chile; and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978). Mr. Davey is a director of Orosur Mining Inc. Alexander Mining Plc, and Condor Resources Plc.

Mr. Davey is a graduate of the Camborne School of Mines, England (1970), with a Master of Science degree in Mineral Production Management from Imperial College, London University, (1979) and a Master of Science degree from Bournemouth University (1994). He is a Chartered Engineer (C.Eng.), a European Engineer (Eur. Ing.) and a Member of the Institute of Materials, Minerals and Mining (MIMMM).

Ashwath Mehra, BSc.

Non-Executive Director, British Citizen based in Switzerland.

Mr. Mehra is the Chief Executive Officer of Astor Management AG. Astor is a holding company in the natural resources sector. Mr. Mehra has worked in the minerals industry for 25 years, starting his career with Philipp Brothers (now Phibro LLC) after which he spent 10 years with Glencore International AG, where he was a senior partner and ran the Nickel and Cobalt Divisions. He has substantial experience in projects and project finance and has worked on equity and bond issues.

Mr. Mehra holds a Bachelors degree in Economics and Philosophy from the London School of Economics and Political Science.

Mr. Mehra is a director of publicly listed Northern Iron Limited (Since May 2007) and Champion Minerals (Since October 2010).

 

Dr. Jose Nicolas Sierra Lopez, Ph.D., D.I.C., MBA.

Non-Executive Director, Spanish Citizen based in Spain.

Dr. Sierra brings to the Company extensive experience as a mining and energy leader in the business and government sectors. His experience includes being Spain's national Director General of Mines and Construction Industries and EU Director for Fossil Fuels for the European Commission. Most recently he was Commissioner at the National Energy Commission of Spain.

Dr. Sierra holds a Ph.D. in Mining Engineering from the University of Madrid. He is an elected member of the Royal Academy of Doctors of Spain.

Robert Francis, BASc. (MechEng), CA.

Non-Executive Director, Canadian Citizen based in Canada.

Mr. Francis is a retired senior partner of the Toronto office of Deloitte & Touche LLP, having enjoyed an extensive career in public accounting in Canada, 30 years as a partner. Mr. Francis led the Deloitte & Touche Resource Sector Mining Group practice providing a complete range of service to the metals/mining sector.

Mr. Francis is a non-executive director of TSX listed Volta Resources Inc., and a director of the William Osler Health Services Foundation and was previously a director of Augen Gold Corp.

Mr. Francis holds a Bachelors degree in Mechanical Engineering and is a Chartered Accountant, member of the Institute of Chartered Accountants of Ontario and the Canadian Institute of Chartered Accountants. He is also a graduate of the Institute of Corporate Directors program.

Jasper Bertisen, MSc. Mineral Economics, MSc. Mining Engineering

Non-Executive Director, Dutch Citizen based in the US.

Mr. Bertisen is a principal with RCF Management LLC, the manager of Resource Capital Funds (together "RCF"), a group of private equity funds that invests exclusively in the mining sector. RCF is a significant shareholder in EMED Mining.

Mr. Bertisen joined RCF in 2004 and, since that time, has completed technical and commercial due diligence on a large number of mining companies with projects ranging from late stage exploration through production. Mr. Bertisen is currently also a Non-Executive Director of TSX-V listed AQM Copper Inc., another RCF investee company.

Mr. Bertisen graduated with a M.Sc. degree in Mineral Economics from the Colorado School of Mines and a M.Sc. degree in Mining Engineering from Delft University of Technology.

The interests of the Directors and their immediate families (all of which are beneficial unless otherwise stated) and of persons connected with them in Ordinary Shares as at the date of this report are as follows:

2011

2010

 

 

Name

Number of existing

ordinary shares

000

Percentage of

issued share

capital

Number of existing

ordinary shares

000

Percentage of

issued share capital

R. Beevor

7,400

0.9%

6,150

0.9%

H. Anagnostaras-Adams

9,800

1.1%

5,800

0.8%

J. Leach

2,460

0.3%

1,460

0.2%

R. Bhappu

-

-

-

-

R. Davey

-

-

-

-

A. Mehra

-

-

-

-

J. N. S. Lopez

-

-

-

-

R. Francis

-

-

-

-

J. Bertisen

-

-

-

-

G. Toll*

-

-

6,667

0.9%

* G. Toll resigned as a director on 16 September 2010.

The Directors to whom options over Ordinary Shares have been granted and the number of Ordinary Shares subject to such Options as at the date of this report are as follows:

exercisE price

R Beevor000

H A-Adams 000

J Leach 000

R Bhappu 000

A Mehra 000

R DAVEY 000

J S LOPEZ 000

GrantDate

expiration date

R FRANCIS 000

28 Apr 2006

28 Apr 2012

13.5p

200

1,500

150

-

-

-

-

-

26 Feb 2007

26 Feb 2013

13.5p

500

1,000

300

-

-

-

-

-

11 May 2007

11 May 2013

15.0p

-

2,500

-

-

-

-

-

-

23 Jul 2007

23 Jul 2013

20.0p

-

-

1,000

-

-

-

-

-

31 Dec 2007

31 Dec 2013

22.0p

400

1,000

400

-

-

-

-

-

23 Mar 2009

22 Mar 2013

4.1p

1,000

2,000

1,500

500

500

-

-

-

09 Jun 2009

09 Jun 2013

8.0p

500

2,000

1,450

250

250

-

-

-

25 Jan 2010

24 Jan 2014

13.4p

600

1,800

1,200

367

367

-

-

-

22 Apr 2010

21 Apr 2014

13.4p

-

-

-

-

-

500

-

-

20 Dec 2010

19 Dec 2014

12.0p

800

2,000

1,000

400

400

400

-

-

01 Oct 2011

30 Sep 2016

9.0p

-

-

-

-

-

-

1,000

-

01 Dec 2011

30 Nov 2016

9.0p

-

-

-

-

-

-

-

1,000

28 Dec 2011

27 Dec 2016

10.0p

800

2,000

1,000

400

400

400

-

-

 

 

4,800

15,800

8,000

1,917

1,917

1,300

1,000

1,000

 

Options, except those noted below, expire between four and six years after grant date and are exercisable at the exercise price in whole or in part up to one third in the first year from the grant date, two thirds in the second year from the grant date and the balance thereafter.

On 11 May 2007, 2.5 million options exercisable at 15p were issued to Mr. H. Anagnostaras-Adams, Managing Director. These options vested when the Company acquired 100% ownership of the Rio Tinto Mine. The options expire 11 May 2013 and can be exercised at any time.

On 23 July 2007, 1 million options exercisable at 20p were issued to Mr. J. Leach, Finance Director. These options vested when the Company acquired 100% ownership of the Rio Tinto Mine. The options expire 23 July 2013 and can be exercised at any time.

On 23 March 2009, 2 million options were issued to Mr. H. Anagnostaras-Adams, Managing Director, 1.5 million options to Mr. J. Leach, Finance Director, 1 million to Mr. R. Beevor (Chairman) and 500,000 each to Messrs. R. Bhappu and A. Mehra, Non-Executive Directors. These options are exercisable at 4.1p at any time and expire four years after the date of issue.

On 9 June 2009, 2 million options were issued to Mr. H. Anagnostaras-Adams, Managing Director, 1.45 million to Mr. J. Leach, Finance Director, 500,000 to Mr. R. Beevor (Chairman) and 250,000 each to Messrs. R. Bhappu,and A. Mehra, Non-Executive Directors. These options are exercisable at 8p at any time and expire four years after the date of issue.

On 25 January 2010, 1.8 million options were issued to Mr. H. Anagnostaras-Adams, Managing Director, 1.2 million to Mr. J. Leach, Finance Director, 600,000 to Mr. R. Beevor (Chairman) and 367,000 each to Messrs. R. Bhappu and A. Mehra, Non-Executive Directors. These options are exercisable at 13.4p and expire four years after the date of issue.

On 22 April 2010, 500,000 options were issued to Mr. R. Davey, a Non-Executive Director. These options are exercisable at 13.4p and expire four years after the date of issue.

On 20 December 2010, 2 million options were issued to Mr. H. Anagnostaras-Adams, Managing Director, 1 million options to Mr. J. Leach, Finance Director, 800,000 to Mr. R. Beevor (Chairman) and 400,000 each to Messrs. R. Bhappu, A. Mehra and R Davey, Non-Executive Directors. These options are exercisable at 12p and expire four years after the date of issue.

In May 2011, Mr. H. Anagnostaras-Adams, Managing Director and Mr. R. Beevor (Chairman) exercised options over 4,000,000 Ordinary Shares and 1,250,000 Ordinary Shares, respectively. The options were exercised at a price of 8 pence per Ordinary Share. In July 2011, options over 200,000 Ordinary Shares belonging to Mr. J. Leach, Finance Director, expired without being exercised.

On 1 October 2011, 1 million options were issued to Dr. J. S. Lopez, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.

On 1 December 2011, 1 million options were issued to Mr. R. Francis, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.

On 28 December 2011, 2 million options were issued to Mr. H. Anagnostaras-Adams, Managing Director, 1 million to Mr. J. Leach, Finance Director, 800,000 to Mr. R. Beevor (Chairman) and 400,000 each to Messrs. R. Bhappu, A. Mehra and R Davey, Non-Executive Directors. These options are exercisable at 10p, expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.

Directors' and Executive Officers' Emoluments

In compliance with the disclosure requirements of the listing requirements of AIM, the aggregate remuneration paid to the directors and executive officers of EMED Mining for the year ended 31 December 2011 is set out below.

31 DECEMBER 2011

SHORTTERM BENEFITS

OTHER

SHARE BASED PAYMENTS

SALARY & FEES

EUR 000

COMPENSATION

EUR 000

INCENTIVE OPTIONS

EUR 000

TOTAL

EUR 000

Directors' and Executive Officers

H Anagnostaras-Adams

270

59

-

329

J Leach

180

52

-

232

Non-Executive

R Beevor

56

-

-

56

R Bhappu

26

-

-

26

A Mehra

26

-

-

26

R Davey

26

-

-

26

J S Lopez

9

-

20

29

R Francis

3

-

27

30

1,132

297

47

1,476

 

 

31 DECEMBER 2010

SHORTTERM BENEFITS

OTHER

SHARE BASED PAYMENTS

SALARY & FEES

EUR 000

COMPENSATION

EUR 000

INCENTIVE OPTIONS

EUR 000

TOTAL

EUR 000

Directors' and Executive Officers

H Anagnostaras-Adams

265

249

151

665

J Leach

179

131

90

400

Non-Executive

R Beevor

39

-

55

94

R Bhappu

18

-

31

49

A Mehra

18

-

31

49

G Toll

13

-

17

30

R Davey

14

-

26

40

973

561

581

2,115

 

Shareholders holding more than 3% of share capital

The Shareholders holding more than 3% of the share capital of the Company as at 31 December 2011 were:

Name

Number of existing shares000

PERCENTAGE of issuedshare capital

Resource Capital Funds ("RCF")

165,847

19.4%

RBC Dexia IS Global Securities

98,111

11.5%

RMB Australia Holdings Limited

67,091

7.8%

Astor Management AG

31,540

3.7%

Standard Life

28,688

3.3%

Directors and Management

22,080

2.6%

413,357

48.3%

Corporate Governance

The Directors comply with TSX and AIM regulations. The Board remains accountable to the Company's shareholders for good corporate governance.

Board of Directors

The Board is responsible for approving Company policy and strategy. The Board holds at least six formal meetings in each calendar year and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. A number of the Group's key strategic and operational decisions are reserved exclusively for the decision of the Board.

The Board consists of two executive directors who hold operating positions in the Company (the Managing Director and the Finance Director) and six non-executive Directors, who bring a breadth of experience and knowledge, all of whom are independent of management and five of whom are independent of any business or other relationship which could interfere with the exercise of their independent judgment. The Board regularly reviews key business risks including the financial risks facing the Group in the operation of its business.

The Company has adopted a model code for Directors' dealings which is appropriate for a TSX and AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees as well.

Board Committees

The Company's Audit and Financial Risk Management Committee ("AFR") comprises Mr. R. Francis (Chair), Mr. R. Beevor and Mr. R. Davey. The AFR is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, for meeting with the Group's auditors and reviewing their reports on the Group's financial statements and the internal controls and for reviewing key financial risks.

The Company's Corporate Governance, Nominating and Compensation Committee, comprises Mr. R. Beevor (Chair), Mr. J. Bertisen and Mr. A. Mehra. The Committee is among other things responsible for reviewing the performance of the executives, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.

The Company's Physical Risk Management Committee comprises Mr. R. Davey (Chair), Mr. J. Bertisen and Mr. A. Mehra. The Physical Risks Management Committee is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company.

Directors' responsibilities for the financial statements

Cyprus company law states that the Directors are responsible for the preparation of financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In the preparation of those financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent; and

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Directors are responsible for maintaining proper accounting records, for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Legislation in Cyprus governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Creditors' payment terms

The Company does not have a specific policy towards our suppliers and does not follow any code or standard practice. However, terms of payment with suppliers are settled when agreeing overall terms of business, and the Company seeks to abide by the terms of the contracts to which it is bound.

Political donations

No political donations were made during the 2011 financial year.

Subsequent Events

On 6 February 2012, the Company entered into conditional agreements with a cornerstone copper customer Yanggu Xiangguang Copper Co. Ltd ("XGC"). XGC agreed to provide US$15 million equity (£9,484,067) by way of a subscription for new ordinary shares in the Company at a price of 9 pence per share (105,378,159 ordinary shares) and to provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Mine). On March 22, 2012, following prior approval at a meeting of shareholders, XGC provided equity capital of £9,484,067 and 105,378,159 Ordinary Shares were issued to a wholly-owned subsidiary of XGC. The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves.

On 5 March 2012 the Company mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million finance to the Company for the restart of the Rio Tinto Copper Mine. This financing is intended to be in the form of a copper pre-sale agreement.

On 12 March 2012, the Company held an extraordinary general meeting of shareholders of the Company at which shareholders approved (i) an increase to the authorized share capital of the Company to £3,500,000 comprised of 1,400,000,000 Ordinary Shares of £0.0025 each; and (ii) the issuance of the aforementioned 105,378,159 Ordinary Shares pursuant to the XGC subscription.

Auditors

The auditors, MOORE STEPHENS STYLIANOU & CO, have expressed their willingness to continue in office and a resolution approving their reappointment and giving authority to the Board of Directors to fix their remuneration will be proposed at the next Annual General Meeting.

The auditor for the purposes of Canadian securities laws, MSCM LLP, has expressed their willingness to continue in office and a resolution to ratify their appointment will be proposed at the next Annual General Meeting.

 

By Order of the Board

 

 

Inter Jura CY (Services) Limited,

Secretary

Nicosia, Cyprus, 22 March 2012

Independent Auditors' Report

To the Shareholders ofEMED Mining Public Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of EMED Mining Public Limited, which comprise the consolidated statements of financial position as at December 31, 2011 and 2010, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of EMED Mining Public Limited as at December 31, 2011 and 2010, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

 

Independent auditor's report

 

To the Members of EMED MINING PUBLIC LIMITED

Report on the consolidated financial statements 

 

We have audited the accompanying consolidated financial statements of EMED MINING PUBLIC LIMITED (the "Company'") and its subsidiaries (together with the Company, the "Group") on pages 16 to 51, which comprise the consolidated statement of financial position as at 31 December 2011, and the consolidated statements of comprehensive income, changes in equity and cash flows of the Group and the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

Board of Directors' responsibility for the consolidated financial statements

 

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

 

Our responsibility is to express an opinion on these consolidated and Company's separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

 

In our opinion, the consolidated and the Company's separate financial statements give a true and fair view of the financial position of EMED Mining Public Limited and its subsidiaries as at 31 December 2011, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

 

Emphasis of Matter

We draw attention to note 2, going concern paragraph, to the financial statements where it is indicated that the financial statements have been prepared on a going concern. Our opinion is not qualified in this respect.

Report on other legal requirements

 

Pursuant to the requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009, we report the following:

·; We have obtained all the information and explanations we considered necessary for the purposes of our audit.

·; In our opinion, proper books of account have been kept by the Company.

·; The consolidated financial statements are in agreement with the books of account.

·; In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.

·; In our opinion, the information given in the report of the Board of Directors is consistent with the consolidated financial statements.

 

Other matter

 

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

 

 

Constantinos Schizas

Certified Public Accountant and Registered Auditor

for and on behalf of

MOORE STEPHENS STYLIANOU & CO

 

CERTIFIED PUBLIC ACCOUNTANTS ‑ CY

 

Nicosia, 22 March 2012

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years ended 31 December 2011 and 2010

 

 

2011

2010

Notes

EUR 000

EUR 000

Exploration expenses

(1,427)

(1,431)

Care and maintenance expenses

(4,449)

(3,779)

Gross loss

(5,876)

(5,210)

Administration expenses

(3,832)

(4,848)

Other income

5

117

121

Impairment of intangible assets

12

-

(310)

Share of results of associates

14

(266)

(165)

Operating loss

(9,857)

(10,412)

Net foreign exchange loss

(363)

(8)

Finance income

7

224

3

Finance costs

8

(1,404)

(1,188)

Loss before tax

(11,400)

(11,605)

Tax credit

9

1,733

1,372

Net loss for the year

(9,667)

(10,233)

 

Attributable to:

Equity holders of the parent

(9,662)

(10,228)

Non-controlling interest

(5)

(5)

Net loss for the year

(9,667)

(10,233)

Other comprehensive income:

Exchange differences on translating foreign operations

(34)

(4)

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(9,701)

(10,237)

Loss per share (cents)

10

(1)

(2)

STATEMENTS OF FINANCIAL POSITION

31 December 2011 and 2010

The

Group

2011

The

Company

2011

The

Group

2010

The

Company

2010

Notes

EUR 000

EUR 000

EUR 000

EUR 000

ASSETS

Non‑current assets

Property, plant and equipment

11

28,363

60

26,037

91

Intangible assets

12

8,424

-

5,761

-

Deferred tax

9

5,812

-

4,057

-

Investment in subsidiaries

13

-

4,342

-

4,245

Investment in associates

14

16

880

282

880

TOTAL NON-CURRENT ASSETS

42,615

5,282

36,137

5,216

Current assets

Available-for-sale financial assets

15

38

-

38

-

Trade and other receivables

16

1,358

680

1,067

207

Deferred financing expenses

-

-

284

284

Cash at bank and in hand

17

7,819

5,323

21,533

20,794

9,215

6,003

22,922

21,285

Total assets

51,830

11,285

59,059

26,501

EQUITY AND LIABILITIES

Capital and reserves

Share capital

18

2,603

2,603

2,059

2,059

Share premium

18

89,758

89,758

79,492

79,492

Share options reserve

19

5,269

5,269

5,015

5,015

Translation reserve

(147)

-

(113)

-

Accumulated losses

(61,448)

(86,928)

(51,786)

(68,136)

Total equity attributable to equity holders of the parent

 

36,035

 

10,702

 

34,667

 

18,430

Non-controlling interest

(106)

-

(101)

-

Total equity

35,929

10,702

34,566

18,430

Non-current liabilities

Trade and other payables

20

11,051

-

13,867

-

Provision for liabilities and charges

7

-

-

-

11,058

-

13,867

-

Current liabilities

Trade and other payables

20

4,843

583

3,513

958

Borrowings

21

-

-

7,113

7,113

4,843

583

10,626

8,071

Total liabilities

15,901

583

24,493

8,071

Total equity and liabilities

51,830

11,285

59,059

26,501

 

 

The accompanying notes on pages 21 to 50 form part of these consolidated financial statements.

 

On 22 March 2012, the Board of Directors of EMED MINING PUBLIC LIMITED authorised these consolidated financial statements for issue.

 

 

 

 

H. Anagnostaras-Adams

Managing Director

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Years ended 31 December 2011 and 2010

 

 

Share capital

 

Share

premium

Share

options

reserve

 

Translation

RESERVE

 

Accumulated

losses

 

 

Total

Non-

controlling

interest

 

Total equity

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

At 1 January 2010

1,078

48,531

3,471

(109)

(41,558)

11,413

(96)

11,317

Total comprehensive loss for the year

 

-

 

-

 

-

 

(4)

 

(10,228)

 

(10,232)

 

(5)

 

(10,237)

Issue of share capital

981

34,375

-

-

-

35,356

-

35,356

Share issue costs

-

 (3,414)

-

-

-

 (3,414)

-

(3,414)

Recognition of share based payments

 

-

 

-

 

1,544

 

-

 

-

 

1,544

 

-

 

1,544

At 31 December 2010/

1 January 2011

 

2,059

 

79,492

 

5,015

 

(113)

 

(51,786)

 

34,667

 

(101)

 

34,566

Total comprehensive loss for the year

 

-

 

-

 

-

 

(34)

 

(9,662)

 

(9,696)

 

(5)

 

(9,701)

Issue of share capital

544

10,476

-

-

-

11,020

-

11,020

Share issue costs

-

 (210)

-

-

-

(210)

-

(210)

Recognition of share based payments

 

-

 

-

 

254

 

-

 

-

 

254

 

-

 

254

At 31 December 2011

2,603

89,758

5,269

(147)

(61,448)

36,035

(106)

35,929

 

 

COMPANY STATEMENTS OF CHANGES IN EQUITY

Years ended 31 December 2011 and 2010

  

 

Share

capital

 

Share

premium

Share

options

reserve

 

Accumulated

losses

 

 

Total

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

At 1 January 2010

1,078

48,531

3,471

(18,555)

34,525

Total comprehensive loss for the year

-

-

-

(49,581)

(49,581)

Issue of share capital

981

34,375

-

-

35,356

Share issue costs

-

 (3,414)

-

-

 (3,414)

Recognition of share based payments

-

-

1,544

-

1,544

At 31 December 2010/1 January 2011

2,059

79,492

5,015

(68,136)

18,430

Total comprehensive loss for the year

-

-

-

(18,792)

(18,792)

Issue of share capital

544

10,476

-

-

11,020

Share issue costs

-

(210)

-

-

(210)

Recognition of share based payments

-

-

254

-

254

At 31 December 2011

2,603

89,758

5,269

(86,928)

10,702

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended 31 December 2011 and 2010

 

 

2011

 

2010

Notes

EUR 000

EUR 000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

(11,400)

(11,605)

Adjustments for:

Depreciation of property, plant and equipment

11

110

82

Impairment of intangible assets

12

-

310

Share‑based payments

19

254

1,544

Purchase of services with settlement in shares

-

240

Share of loss from associates

14

266

165

Dividends received

7

(11)

-

Interest income

7

(213)

(3)

Interest expense

8

1,120

904

Deferred financing expense

8

284

284

Foreign exchange loss on financing activities

85

114

Foreign exchange loss on operating activities

363

8

Operating loss before working capital changes

(9,142)

(7,957)

Changes in working capital:

Trade and other receivables

(291)

(633)

Trade and other payables

(1,486)

16,343

Cash flows used in operations

(10,919)

7,753

Interest paid

(1,120)

(640)

Tax paid

(22)

-

Net cash (used in)/from operating activities

(12,061)

7,113

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

11

(2,436)

(17,856)

Purchase of intangible assets

12

(2,663)

(2,832)

Dividends received

11

-

Interest received

213

3

Net cash used in investing activities

(4,875)

(20,685)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of share capital

18

3,432

34,958

Listing and issue costs

18

(210)

(3,414)

Net cash from financing activities

3,222

31,544

Net(DECREASE)/increase in cash and cash equivalents

(13,714)

17,972

Cash and cash equivalents:

At beginning of the year

17

21,533

3,561

At end of the year

17

7,819

21,533

 

 

 

COMPANY STATEMENT OF CASH FLOWS

Years ended 31 December 2011 and 2010

 

 

2011

 

2010

Notes

EUR 000

EUR 000

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

(18,770)

(49,581)

Adjustments for:

Depreciation of property, plant and equipment

11

46

53

Impairment of intangible assets

12

-

310

Share‑based payments

19

254

1,544

Purchase of services with settlement in shares

-

211

Interest income

(213)

(3)

Interest expenses

531

530

Impairment of receivables from subsidiaries

16

15,969

47,389

Deferred financing expense

284

284

Foreign exchange loss on financing activities

85

-

Foreign exchange loss on operating activities

390

114

Operating (loss)/gain before working capital changes

(1,424)

851

Changes in working capital:

Trade and other receivables

(16,442)

(14,725)

Trade and other payables

(375)

567

Cash flows used in operations

(18,241)

(13,307)

Interest paid

(531)

(530)

Tax paid

(22)

-

Net cash used in operating activities

(18,794)

(13,837)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

11

(15)

(6)

Increase of subsidiary's share capital

13

(97)

-

Interest received

213

3

Net cash from/(used in) investing activities

101

(3)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of share capital

18

3,432

34,958

Listing and issue costs

18

(210)

(3,414)

Net cash from financing activities

3,222

31,544

Net(DECREASE)/increase in cash and cash equivalents

(15,471)

17,704

Cash and cash equivalents:

At beginning of the year

17

20,794

3,090

At end of the year

17

5,323

20,794

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

YearS ended 31 December 2011 and 2010

 

1. Incorporation and principal activities

Country of incorporation

EMED Mining Public Limited (the "Company") was incorporated in Cyprus on 17 September 2004 as a private company with limited liability under the Companies Law, Cap. 113 and was converted to a public limited liability company on 26 January 2005. Its registered office is at, 1 Lambousa Street, Nicosia, Cyprus. The Company was listed on AIM of the London Stock Exchange in May 2005 and on the TSX on 20 December 2010.

Principal activities

The principal activity of the Group is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralisation spanning Europe, the Middle East and Central Asia.

2. Accounting policies

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied throughout the period presented in these consolidated financial statements unless otherwise stated.

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Group's accounting policies. It also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Going concern

The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company and the Group has adequate resources to continue in operational existence for the foreseeable future.

The financial information has been prepared on the going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits, obtaining the necessary mining licences and on the availability of subsequent funding to extract the resource or alternatively on the availability of funding to extend the Group's exploration activities. The financial information does not include any adjustment that would arise from a failure to complete any of the above. Changes in future conditions could require write downs of the carrying values of property, plant and equipment, intangible assets and/or deferred tax.

Adoption of new and revised International Financial Reporting Standards (IFRSs)

During the current year the Group adopted all the new and revised International Financial Reporting Standards (IFRS) that are relevant to its operations and are effective for accounting periods beginning on 1 January 2011. This adoption did not have a material effect on the accounting policies of the Group.

 

At the date of approval of these financial statements the following accounting standards were issued by the International Accounting Standards Board but were not yet effective:

 

Adoption of new and revised International Financial Reporting Standards (continued)

 

(i) Standards and Interpretations adopted by the EU

Amendments

·; IFRS 7 (Amendment) Financial Instruments: Disclosures ‑ Transfers of Financial Assets (effective for annual periods beginning on or after 1 July 2011)

·; Improvements to IFRSs issued in May 2010 (effective for annual periods beginning on or after 1 July 2010)

New IFRICs

·; IFRIC 19: ''Extinguishing Financial Liabilities with Equity Instruments'' (effective for annual periods beginning on or after 1 July 2010).

(ii) Standards and Interpretations not adopted by the EU

New standards

·; IFRS 9 ''Financial Instruments'' issued in November 2009 and amended in October 2010 introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition (effective for annual periods beginning on or after 1 January 2013).

·; IFRS 10 ''Consolidated Financial Statements'''' (effective for annual periods beginning on or after 1 January 2013).

·; IFRS 11 ''Joint Arrangements'''' (effective for annual periods beginning on or after 1 January 2013).

·; IFRS 12 ''Disclosure of Interests in Other Entities'''' (effective for annual periods beginning on or after 1 January 2013).

·; IFRS 13 ''Fair Value Measurement'''' (effective for annual periods beginning on or after 1 January 2013).

Amendments

·; Amendments to IAS 12 ‑ ''Deferred tax'': Recovery of Underlying Assets: (effective for annual periods beginning on or after 1 January 2012).

·; Amendments to IAS 19 ‑ ''Employee Benefits'' (amendments) (effective for annual periods beginning on or after 1 January 2013).

·; IAS 27 (Revised): ''Consolidated and Separate Financial Statements'' (effective for annual periods beginning on or after 1 January 2013).

·; IAS 28 (Revised): ''Investments in Associates'' (effective for annual periods beginning on or after 1 January 2013).

·; Amendment to IAS32 ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2014).

·; Amendments to IFRS 1 - Severe Hyperinflation and Removal of Fixed Dates for First‑Time Adopters (effective for annual periods beginning on or after 1 July 2011).

·; Amendments to IAS 1, ''Presentation of items of other Comprehensive Income'' (effective for annual periods beginning on or after 1 July 2012).

·; IFRS 7 (Amendment) Financial Instruments: Disclosures ‑ ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2013)

New IFRICs

·; IFRIC 20: ''Stripping Costs in the Production Phase of a Surface Mine'' (effective for annual periods beginning on or after 1 January 2013).

 

The Board of Directors expects that the adoption of these standards or interpretations in future periods will not have a material effect on the consolidated financial statements of the Group.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

The financial statements of all the Group companies are prepared using uniform accounting policies. All inter-company transactions and balances between Group companies have been eliminated during consolidation.

 

Business Combinations:

(i) Acquisitions

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

(ii) Goodwill

Purchased goodwill is capitalized and classified as an asset on the consolidated statement of financial position. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

Goodwill is reviewed for impairment on an annual basis. Trading results of acquired subsidiary undertakings are included from the date of acquisition. Goodwill is deemed to be impaired when the present value of the future cash flows expected to be derived is lower than the carrying value. Any impairment is charged to the consolidated statement of comprehensive income immediately.

Investments in subsidiary companies

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified. This policy only applies to the "Company" financial statements.

Investments in associate companies

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Investments in associates are initially recognized at cost and are accounted for by the equity method of accounting.

Revenue recognition

Revenues earned by the Group are recognised on the following bases:

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

Finance costs

Interest expense and other borrowing costs are charged to the consolidated statement of comprehensive income as incurred.

Foreign currency translation 

(i) Functional and presentation currency

Items included in the Group's consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (''the functional currency''). The consolidated financial statements are presented in Euros, which is the Group's functional and presentation currency.

(ii) Foreign currency translation

Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

Foreign currency translation (continued)

(iii) Foreign operations

On consolidation, the assets and liabilities of the consolidated entity's foreign operations are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognised in the foreign currency translation reserve, and recognised in profit or loss on disposal of the foreign operation.

Tax

Current tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Currently enacted tax rates are used in the determination of deferred tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

Acquisitions of assets

All assets acquired, including property, plant and equipment other than goodwill and intangibles, are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

When equity instruments are issued as consideration, their market price at the date of acquisition is used as fair value, except where the notional price at which they could be placed in the market is a better indication of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received, otherwise expensed.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is calculated on the straight‑line method to write off the cost of each asset to their residual values over their estimated useful life. The annual depreciation rates used are as follows:

Plant and machinery

10%-20%

Motor vehicles

20%

Furniture, fixtures and office equipment

10%-20%

The assets residual values and useful lives are reviewed, and adjusted if appropriate. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.

Expenditure for repairs and maintenance of property, plant and equipment is charged to the statement of comprehensive income of the year in which they were incurred. The cost of major renovations and other subsequent expenditures are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in the consolidated statement of comprehensive income.

 

Intangible assets

Intangible assets relate to mineral rights acquired and permits in respect of projects that are at the pre-development stage. Intangible assets acquired through a business combination or an asset acquisition are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights, and the fair value can be measured reliably on initial recognition. No depreciation charge is recognised in respect of intangible assets.

Share capital

Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

Exploration costs

The Company expenses exploration expenditure and care and maintenance costs as incurred.

Share‑based payments

IFRS 2 "Share‑based Payment" requires the recognition of equity‑settled share‑based payments at fair value at the date of grant and the recognition of liabilities for cash‑settled share‑based payments at the current fair value at each balance sheet date.

The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions and behavioural considerations.

Use and revision of accounting estimates

The preparation of the financial report requires the making of estimations and assumptions that affect the recognised amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Financial instruments

Financial assets and financial liabilities are recognised on the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise cash at bank and in hand.

Investments

The Group classifies its investments in equity and debt securities in the following categories: financial assets at fair value through profit or loss, held‑to‑maturity investments and available for‑sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition and re‑evaluates this designation at every reporting date.

 

Trade and other receivables

Trade receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Impairment of trade receivables is established when there is objective evidence as a result of a loss event that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The impairment is recognised in the income statement.

Available‑for‑sale financial assets

Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available‑for‑sale; these are included in non‑current assets unless Management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.

Regular way purchases and sales of investments are recognised on the trade‑date which is the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available‑for‑sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of financial assets at fair value through profit or loss are included in the consolidated statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available‑for‑sale financial assets are recognised in profit or loss and then in equity. When available‑for‑sale financial assets are sold or impaired, the accumulated fair value adjustments are included in the consolidated statement of comprehensive income.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available‑for‑sale financial assets the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit and loss. Impairment losses recognised on equity instruments are not subsequently reversed.

Borrowings

Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of comprehensive income over the period of the borrowings using the effective interest method.

Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

 

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

·; the rights to receive cash flows from the asset have expired;

·; the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or

·; the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

Impairment of assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.

Provisions

Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current year.

 

3. Financial Risk Management

Financial risk factors

The Group is exposed to interest rate risk, liquidity risk, currency risk and capital risk management arising from the financial instruments it holds. The risk management policies employed by the Group to manage these risks are discussed below:

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group has no significant interest-bearing assets. The Group is exposed to interest rate risk in relation to its non-current borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

At the reporting date the interest rate profile of interest-bearing financial instruments was:

Fixed rate instruments

2011

2010

EUR 000

EUR 000

Financial liabilities

-

7,113

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 December 2011 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit and other equity.

Equity

Profit or Loss

2011

2010

2011

2010

EUR 000

EUR 000

EUR 000

EUR 000

Financial liabilities

-

-

-

-

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. A breakdown of the balances is shown in Note 20.

31 December 2011

Carrying amounts

Contractual cash flows

3 or less months

3 - 12 months

1 - 2 years

2 - 5 years

More than 5 years

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

Trade and other Payables

15,894

15,894

2,030

2,813

8,635

2,416

-

 

31 December 2010

Carrying amounts

Contractual cash flows

3 or less months

3 - 12 months

1 - 2 years

2 - 5 years

More than 5 years

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

Convertible Note

7,113

7,113

-

7,113

-

-

-

Trade and other Payables

17,380

17,380

1,956

1,563

6,411

7,450

-

24,493

24,493

1,956

8,676

6,411

7,450

-

 

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar, the Canadian Dollar and the British Pound. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Liabilities

Assets

2011

2010

2011

2010

EUR 000

EUR 000

EUR 000

EUR 000

United States Dollar

-

7,113

65

104

Canadian Dollar

-

-

-

11,199

Great Britain Pound

-

-

543

3,470

 

Sensitivity analysis

A 10% strengthening of the Euro against the following currencies at 31 December 2011 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on profit or loss and other equity.

 

Equity

Profit or Loss

2011

2010

2011

2010

EUR 000

EUR 000

EUR 000

EUR 000

United States Dollar

(7)

702

(7)

702

Canadian Dollar

-

(1,120)

-

(1,120)

Great Britain Pound

(54)

(347)

(54)

(347)

 

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Capitalisation of exploration and evaluation costs

Under the Group's accounting policy, exploration and evaluation expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group.

Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.

Impairment review of asset carrying values

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year.

Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.

Contingencies

Material contingencies facing the Group are set out in Note 25 of the consolidated financial statements. A contingent liability arises where:

i) a past event has taken place for which the outcome will be confirmed only by the occurrence or non-occurrence of one or more uncertain events outside of the control of the Group; or

ii) a present obligation exists but is not recognised because it is not probable that an outflow of resources will be required to settle the obligation.

A provision is made when a loss to the Group is likely to crystallise. The assessment of the existence of a contingency and its likely outcome, particularly if it is considered that a provision might be necessary, involves significant judgment taking all relevant factors into account.

Share-based compensation benefits

Share-based compensation benefits are accounted for in accordance with the fair value recognition provisions of IFRS 2 'Share-based Payment'. As such, share-based compensation expense for equity-settled share-based payments is measured at the grant date based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of such share-based awards at the grant date is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions, behavioural considerations and expected volatility.

 

 

 

4. Business and geographical segments

 

Business segments

The Group has only one distinct business segment, being that of mineral exploration and development.

Geographical segments

The Group's exploration activities are located in Cyprus, Georgia, Greece, Spain and Slovakia and its administration and management is based in Cyprus.

2011

 

Cyprus

Spain

Slovakia

Georgia

Europe

Total

 

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

 

Operating loss

(1,866)

(5,828)

(1,549)

(2)

(346)

(9,591)

 

Financial income

213

11

-

-

-

224

 

Foreign exchange (loss)/gain

(397)

-

-

34

-

(363)

 

Financial costs

(816)

(587)

-

-

(1)

(1,404)

 

 Operating (loss)/gain for the year

(2,866)

(6,404)

(1,549)

32

(347)

(11,134)

 

Share of results from associates

(266)

 

Loss before tax

(11,400)

 

Tax

1,733

 

Net loss for the year

(9,667)

 

 

Total assets

6,160

45,484

134

1

51

51,830

 

Total liabilities

(596)

(15,265)

(19)

(2)

(19)

(15,901)

 

Depreciation of fixed assets

46

25

39

-

-

110

2010

 

Operating loss

(3,340)

(5,264)

(1,311)

(5)

(25)

(9,945)

 

Financial income

3

-

-

-

-

3

 

Financial costs

(829)

(357)

(2)

-

-

(1,188)

 

Operating loss for the year

(4,166)

(5,621)

(1,313)

(5)

(25)

(11,130)

 

Share of results from associates

(165)

 

Impairment of intangible assets

(310)

 

Loss before tax

(11,605)

 

Tax

1,372

 

Net loss for the year

(10,233)

 

 

Total assets

21,770

37,102

135

1

51

59,059

 

 

Total liabilities

(8,081)

(16,388)

(5)

(3)

(16)

(24,493)

 

 

Depreciation of fixed assets

53

15

14

-

-

82

 

5. Other income

2011

2010

EUR 000

EUR 000

Sale of services

117

121

 

 

6. Expenses by nature

2011

2010

EUR 000

EUR 000

Wages and other employee expenses

2,921

2,407

Key management' remuneration (Note 24.1)

1,476

2,115

Auditors' remuneration

129

43

Other accountants' remuneration

40

33

Consultants remuneration

2,616

1,392

Depreciation of property, plant and equipment (Note 11)

110

82

Travel

940

631

Share option-based employee benefits

140

1,197

Shareholders' communication expense

474

273

On-going listing costs

188

124

Legal costs

188

140

Other expenses

486

1,621

Total cost of exploration, care and maintenance and administration expenses

9,708

10,058

 

 

7. Finance income 

2011

2010

EUR 000

EUR 000

Interest income

213

3

Dividend income

11

-

224

3

8. Finance costs

2011

EUR 000

2010

EUR 000

Interest expense:

Third parties (social security debt)

588

357

Convertible notes

531

530

Other

1

17

1,120

904

Deferred financing expense

284

284

1,404

1,188

9. Tax

2011

2010

EUR 000

EUR 000

Current tax:

Defence tax

(22)

-

Deferred tax due to tax losses

1,755

1,372

Total tax credit for the year

1,733

1,372

 

 

The tax on the Group's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:

2011

2010

EUR 000

EUR 000

Loss before tax

(11,400)

(11,605)

Tax calculated at the applicable tax rates

(2,695)

(2,402)

Tax effect of expenses not deductible for tax purposes

156

414

Tax effect of tax loss for the year

2,574

2,490

Tax effect of allowances and income not subject to tax

(24)

(340)

Tax effect of utilization of tax losses brought forward that are deferred over the next five years

(11)

(162)

Defence contribution current year

(22)

-

Deferred tax

1,755

1,372

Tax credit

1,733

1,372

Due to tax losses sustained in the period, no tax liability arises on the Group. Under current legislation, tax losses may be carried forward and be set off against taxable income of the following years. As at 31 December 2011, the balance of tax losses which is available for offset against future taxable profits amounts to €54,845,309 (2010: €44,420,749).

 

Cyprus

Georgia

Greece

Slovakia

Spain

Total

Tax year

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

Losses b/f

1,378

-

-

-

-

1,378

2005

2,016

-

-

451

-

2,467

2006

2,149

216

13

632

-

3,010

2007

7,939

168

9

1,948

-

10,064

2008

2,964

164

21

3,243

5,410

11,802

2009

1,939

14

15

1,031

3,498

6,497

2010

2,233

5

12

1,311

5,642

9,203

2011

2,138

2

15

1,120

7,149

10,424

22,756

569

85

9,736

21,699

54,845

 

Deferred Tax Asset

2011

2010

EUR 000

EUR 000

At 1 January

4,057

2,685

Charge for the current year

1,755

1,372

At 31 December

5,812

4,057

 

Cyprus

The corporation tax rate is 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 15% (10% to 30 August 2011). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter (in 2011 the rate was 15% up to 30 August 2011 and 17% thereafter).

Georgia

The corporation tax rate is 15%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following five years. Per local tax legislation, geological and associated administrative expenses are deferred for tax purposes over a period of 5 years. Therefore, there is a deferred expense of €85,403 (USD113,191) available for offsetting in future periods.

Greece

The corporation tax rate is 24%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following five years.

Slovakia

The corporation tax rate is 19%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following years.

Spain

The corporation tax rate is 30%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income in the following years. Deferred tax has been fully recognised on tax losses.

 

10. Loss per share

The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company is based on the following data:

2011

2010

EUR 000

EUR 000

Net loss attributable to equity shareholders

(9,662)

(10,228)

Weighted number of ordinary shares for the purposes of basic loss per share (000's)

704,877

419,051

Loss per share:

Basic and fully diluted loss per share (cents)

(1.4)

(2.4)

 

11. Property, plant and equipment

 

 

 

 

 

 

Land and buildings

 

 

Plant and

machinery

 

 

Motor

vehicles

Furniture, fixtures

and office equipment

 

 

 

Total

2011

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

The Group

Cost

At 1 January 2011

18,243

7,759

163

149

26,314

Additions

68

2,183

69

116

2,436

At 31 December 2011

18,311

9,942

232

265

28,750

Depreciation

At 1 January 2011

-

101

101

75

277

Charge for the year

-

31

53

26

110

At 31 December 2011

-

132

154

101

387

Net book amount at 31 December 2011

18,311

9,810

78

164

28,363

 

 

 

 

 

 

Land and buildings

 

 

Plant and

machinery

 

 

Motor

vehicles

Furniture, fixtures

 and office equipment

 

 

 

Total

2010

EUR 000

EUR 000

EUR 000

EUR 000

EUR 000

The Group

Cost

At 1 January 2010

1,259

6,913

163

123

8,458

Additions

16,984

846

-

26

17,856

At 31 December 2010

18,243

7,759

163

149

26,314

Depreciation

At 1 January 2010

-

69

72

54

195

Charge for the year

-

32

29

21

82

At 31 December 2010

-

101

101

75

277

Net book amount at 31 December 2010

18,243

7,658

62

74

26,037

2011

The COMPANY

Cost

At 1 January 2011

-

158

92

45

295

Additions

-

-

2

13

15

At 31 December 2011

-

158

94

58

310

Depreciation

At 1 January 2011

-

101

64

39

204

Charge for the year

-

31

13

2

46

At 31 December 2011

-

132

77

41

250

Net book amount at 31 December 2011

-

26

17

17

60

2010

The COMPaNY

Cost

At 1 January 2010

-

158

92

39

289

Additions

-

-

-

6

6

At 31 December 2010

-

158

92

45

295

Depreciation

At 1 January 2010

-

69

49

33

151

Charge for the year

-

32

15

6

53

At 31 December 2010

-

101

64

39

204

Net book amount at 31 December 2010

-

57

28

6

91

The above fixed assets are located in Cyprus, Spain and Slovakia.

 

12. Intangible assets

 

Permits of Rio Tinto Mine

Acquisition

of mineral

rights

 

 

Goodwill

 

 

Total

EUR 000

EUR 000

EUR 000

EUR 000

2011

The Group

Cost

On 1 January 2011

5,761

310

10,023

16,094

Additions

2,663

-

-

2,663

At 31 December 2011

8,424

310

10,023

18,757

Provision for impairment

On 1 January 2011

-

310

10,023

10,333

Charge for the year

-

-

-

-

At 31 December 2011

-

310

10,023

10,333

Closing net book value

8,424

-

-

8,424

2010

The Group

Cost

On 1 January 2010

3,239

-

10,023

13,262

Additions

2,522

310

-

2,832

At 31 December 2010

5,761

310

10,023

16,094

Provision for impairment

On 1 January 2010

-

-

10,023

10,023

Impairment charge

310

-

310

At 31 December 2010

-

310

10,023

10,333

Closing net book value

5,761

-

-

5,761

 

Project Rio Tinto ("Rio Tinto Copper Mine")

On 11 May 2007, EMED Mining announced an opportunity for the Company to acquire, in stages, 100% of Rio Tinto Copper Mine through the Company's Spanish associate EMED Tartessus S.L.

The evaluation costs of Rio Tinto Copper Mine consist of all expenditure incurred up to 31 December 2007 that were necessary to evaluate the project and include the incorporation costs of the Spanish subsidiary EMED Tartessus S.L. These amounts were fully provided for as at 31 December 2007 since the Group had no beneficial interest if it did not exercise its option to acquire Rio Tinto Copper Mine. However, on 30 September 2008, the Company moved to 100% ownership by acquiring the remaining 49 per cent of the issued capital of its EMED Tartessus S.L. which owns 100% of the Rio Tinto Copper Mine. EMED Tartessus S.L. is now a wholly owned subsidiary. This resulted in reversing the previous year's provision of initial evaluation costs and has formed part of the Group's cost of investment.

As part of the purchase consideration, 39,140,000 new ordinary shares of the Company were issued to MRI Investment AG, a member of the MRI Group at an issue price of 21 pence each. This resulted in goodwill amounting to €9,333,000 which the Company has fully provided for since the mining licence has not yet been obtained.

Further deferred consideration totalling up to €43,883,382 is to be paid by the Group on the occurrence of the following events:

 

·; €8,833,333 when both (a) the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Mine has been granted and (b) EMED Tartessus or another company in the Group has secured senior debt finance and guarantee facilities for a sum sufficient for the acquisition and re-start of mining operations at the Mine. These milestones will effectively remain a matter of discretion of the Company and will not in practice be triggered until approval from the Company's shareholders has been received for the restart;

 

·; with the balance of the consideration being paid in equal annual or quarterly instalments over the following six years (the "Payment Period"); and

·; in consideration for agreeing to defer the above instalments over 6 years and for MRI's consent to the arrangements being entered into in connection with the Convertible Loan Facility, the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the Payment Period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is $6,613.86 or more ($3.00/lb).

The Company also acquired the benefit of certain loans owed to members of the MRI Group which were incurred in relation to the operation of the Rio Tinto Copper Mine amounting to €9,116,617. These loans have been acquired at their face value, such consideration to be paid once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Mine has been granted and restart has been achieved.

Following a reorganisation of the MRI Group, the agreements pursuant to which the above payments of deferred consideration are due were novated to MRI Holding AG which has subsequently changed its name to ASTOR Management AG.

The funds required to make these payments, should EMED Mining proceed with the restart, would be primarily sourced from non-equity based external sources such as project finance and off-take facilities.

The restart of mining operations remains subject to the following conditions:

·; Regulatory approvals by the Junta de Andalucía Government, support of the local community, project finance and approvals by the relevant statutory authorities in respect of performance bonds;

·; Settlement satisfactory to EMED Mining of the Rio Tinto Mine-vendor's liabilities, liens and contractual arrangements with a number of third parties including landholders. These various obligations arose over several years as a result of the funding of ongoing care and maintenance, bankruptcy and litigation amongst some parties;

·; Completion of technical due diligence for:

i. planning the restart of the mine, processing plant and product marketing operations;

ii. planning for a fast-track approach to site rehabilitation where reasonable to be undertaken concurrently with ongoing long-term production; and

iii. completion of all due diligence to EMED Mining's satisfaction including environmental considerations and infrastructure needs.

EMED Tartessus SLU has submitted its proposals for the restart of production to the Government. A shareholder meeting will be called at the appropriate time to seek approval to proceed if all conditions precedent have been met to the satisfaction of the Government and the Company.

Carrying Value of Intangible Assets

The ultimate recoupment of balances carried forward in relation to areas of interest or all such assets including intangibles is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas. The Company conducts impairment testing on an annual basis unless indicators of impairment are present at the reporting date.

In considering the carrying value of the assets at the Rio Tinto Copper Project, including the intangible assets and any impairment thereof, the Company assessed the carrying values having regard to (a) the current recovery value (less costs to sell) and (b) the net present value of potential cash flows from operations. In both cases, the estimated net realisable values exceeded current carrying values and thus no impairment has been recognised.

Regua Tungsten Deposit in Portugal

On 21 September 2010, the Company announced that it had entered into an option agreement dated 15 September 2010, pursuant to which Iberian Resources Portugal Minerais Unipessoal LDA ("Iberian Portugal") has granted the Company an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. As consideration for the grant of the option, the Company issued 2,500,000 Ordinary Shares at a deemed issue price of £0.105.

On 4 January 2012 the Company announced that it allowed to lapse on 31 December 2011 its option over the exploration permit covering the Regua Tungsten Deposit. This decision reflects the results of the evaluation conducted during the period since September 2010. All expenditure on the Regua Tungsten Deposit was impaired.

 

13. Investment in subsidiaries

2011

2010

The Company

EUR 000

EUR 000

Opening amount at cost

4,245

4,245

Additions*

97

-

Closing amount at cost

4,342

4,245

* On 5 September 2011, the share capital of EMED Mining Spain SLU was increased by €96,990 to €100,000.

 

 

 

Subsidiary Companies

 

Date of incorporation/

acquisition

 

 

Country of incorporation

Effective proportion of shares held

Eastern Mediterranean Minerals (Cyprus) Ltd

28 Feb 2005

Cyprus

95%

Tredington Ventures Ltd

28 Feb 2005

Cyprus

95%

Winchcombe Ventures Ltd

28 Feb 2005

Cyprus

95%

Eastern Mediterranean Resources (Caucasus) Ltd

11 Nov 2005

Georgia

100%

Georgian Mineral Development Company Ltd

27 Dec 2005/

11 Feb 2006

Georgia

100%

Eastern Mediterranean Resources A.E. (Greece)

21 June 2005

Greece

100%

Eastern Mediterranean Resources (Slovakia) S.R.O.

10 July 2005

Slovakia

100%

Slovenske Kovy S.R.O.

30 Mar 2007

Slovakia

100%

Slovenske Nerasty Spol S.R.O

14 Apr 2007

Slovakia

100%

EMED Mining Spain S.L.U.

12 Apr 2007

Spain

100%

EMED Tartessus S.L.U.

12 Apr 2007

/30 Sep 2008

Spain

100%

EMED Marketing Ltd

08 Sep 2008

Cyprus

100%

EMED Holdings (UK) Ltd

10 Sep 2008

United Kingdom

100%

 

Eastern Mediterranean Resources Romania SRL was deregistered on the 23 August 2010.

 

EMED Mining Armenia LLC was sold on 30 July 2010.

 

14. Investment in associates

 

2011

2010

EUR 000

EUR 000

The Group

At 1 January

282

447

Share of results

(266)

(165)

Closing amount based on equity accounting

16

282

The Company

At 1 January

880

880

Closing amount

880

880

 

 

Company name

 

Date of incorporation

Country of incorporation

Effective proportion

of shares held

at 31 December

Kefi Minerals Public Plc

24 October 2006

United Kingdom

18.5%

 

 

 

 

2011

EUR 000

2010

EUR 000

Amounts relating to associates:

Total assets

1,473

1,112

Total liabilities

(205)

(250)

1,268

862

Loss for the period

(1,442)

(815)

 

 

15. Available‑for‑sale financial assets

 

 

 

2011

EUR 000

2010

EUR 000

On 1 January

38

38

Balance at 31 December

38

38

 

 

Fair values

Cost

Fair values

Cost

2011

2011

2010

2010

EUR 000

EUR 000

EUR 000

EUR 000

Investment in funds

38

38

38

38

38

38

38

38

 

Available‑for‑sale financial assets, comprising principally investment in funds, are fair valued annually at the end of each reporting period. For investments traded in active markets, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is estimated by reference to the current market value of similar instruments or by reference to the discounted cash flows of the underlying assets. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.

Available‑for‑sale financial assets are classified as non‑current assets, unless they are expected to be realised within twelve months from the end of the reporting period or unless they will need to be sold to raise operating capital.

 

16. Trade and other receivables

2011

EUR 000

2010

EUR 000

The Group

Receivables from related parties (Note 24)

145

7

Deposits and prepayments

586

266

VAT

565

794

Other receivables

62

-

1,358

1,067

Receivables from own subsidiaries

63,358

47,389

Impairment of receivables from own subsidiaries

(63,358)

(47,389)

Receivables from related parties (Note 24)

145

7

Deposits and prepayments

315

-

VAT

220

200

680

207

 

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.

 

17. Cash and cash equivalents

2011

2010

EUR 000

EUR 000

The Group

Cash at bank and on hand

7,819

21,533

Cash and cash equivalents are denominated in the following currencies:

Euro - functional and presentation currency

7,211

6,760

Great Britain Pound

543

3,470

United States Dollar

65

104

Canadian Dollar

-

11,199

7,819

21,533

 

The Company

Cash at bank and on hand

5,323

20,794

Cash and cash equivalents are denominated in the following currencies:

Euro - functional and presentation currency

4,715

6,021

Great Britain Pound

543

3,471

United States Dollar

65

104

Canadian Dollar

-

11,198

5,323

20,794

18. Share capital

 

 

 

Number of shares

000's

Share

Capital

EUR 000

Share

premium

EUR 000

 

Total

EUR 000

Authorised

Ordinary shares of GBP0.0025 each

1,000,000

2,500

-

2,500

Issued and fully paid

000'S

EUR 000

EUR 000

EUR 000

Balance at 1 January 2010

340,333

1,078

48,531

49,609

Issue Date

Price (GBP)

 

DETAILS

 

24 Feb 10

0.112

Share placement

a)

1,015

3

126

129

 

24 Feb 10

0.120

Option exercised

b)

34

-

5

5

 

03 May 10

0.105

Share placement

c)

83,571

240

9,851

10,091

 

04 May 10

0.114

Share placement

d)

980

3

125

128

 

18 Aug 10

0.083

Share placement

e)

1,356

4

133

137

 

18 Aug 10

0.050

Option exercised

f)

1,000

3

57

60

 

02 Dec 10

0.088

Share placement

g)

1,282

4

130

134

 

02 Dec 10

0.105

Share placement

h)

2,500

7

302

309

 

20 Dec 10

0.085

Share placement

I)

180,970

539

17,786

18,325

 

20 Dec 10

0.085

Share placement

j)

60,126

178

5,860

6,038

 

Share issue costs

-

-

(3,414)

(3,414)

 

Balance at 31 December 2010

673,167

2,059

79,492

81,551

 

 

11 Jan 11

0.085

Share placement

a)

18,146

52

1,712

1,764

 

12 Jan 11

0.075

Warrants exercised

b)

1,834

5

154

159

 

18 Jan 11

0.080

Option exercised

c)

367

1

33

34

 

19 Jan 11

0.090

Option exercised

d)

1,000

3

102

105

 

19 Jan 11

0.105

Warrants exercised

e)

4,554

13

542

555

 

19 Jan 11

0.109

Share placement

f)

1,043

3

129

132

 

06 April 11

0.080

Option exercised

g)

131

1

11

12

 

28 April 11

0.080

Option exercised

h)

375

1

33

34

 

09 May 11

0.080

Option exercised

i)

7,033

19

618

637

 

19 May 11

0.159

Interest

j)

709

2

126

128

 

20 Sep 11

0.101

Interest

k)

1,115

3

127

130

 

31 Dec 11

0.077

Interest

l)

1,473

5

131

136

 

31 Dec 11

0.041

Conversion

m)

145,505

436

6,758

7,194

 

Share issue costs

-

-

(210)

(210)

 

Balance at 31 December 2011

856,452

2,603

89,758

92,361

 

 

Authorised capital

Under its Memorandum the Company fixed its share capital at 1,000 ordinary shares of nominal value of CY£1 each.

On 22 November 2010 shareholders approved an increase in the authorized share capital of the Company from £1,750,000 to £2,500,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

On 23 March 2009 shareholders approved an increase in the authorised share capital of the Company from £1,000,000 to £1,750,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

Authorised capital (continued)

On 26 May 2008 the Company passed the following special resolution:

That the authorized share capital of the Company be increased from GBP500,000 divided into 200,000,000 shares of GBP 0.0025 each, by GBP500,000 by the creation of 200,000,000 new ordinary shares of GBP0.0025 each, resulting to GBP1,000,000 divided into 400,000,000 shares of GBP0.0025 each.

Issued capital

2011

a) On 11 January 2011, 18,145,500 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €1,711,868 was credited to the Company's share premium reserve.

b) On 12 January 2011, 1,832,680 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.075. Upon the issue an amount of €154,419 was credited to the Company's share premium reserve.

c) On 18 January 2011, 367,493 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.080. Upon the issue an amount of €33,097 was credited to the Company's share premium reserve.

d) On 19 January 2011, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.090. Upon the issue an amount of €101,692 was credited to the Company's share premium reserve.

e) On 19 January 2011, 4,553,571 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.105. Upon the issue an amount of €542,441 was credited to the Company's share premium reserve.

f) On 19 January 2011, 1,043,025 shares at GBP 0.0025 were issued at a price of GBP 0.109. Upon the issue an amount of €128,604 was credited to the Company's share premium reserve.

g) On 6 April 2011, 130,968 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €11,545 was credited to the Company's share premium reserve.

h) On 28 April 2011, 375,000 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €32,899 was credited to the Company's share premium reserve.

i) On 9 May 2011, 7,033,555 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €618,068 was credited to the Company's share premium reserve.

j) On 19 May 2011, 709,322 shares at GBP 0.0025 were issued at a price of GBP 0.159. Upon the issue, an amount of €125,874 was credited to the Company's share premium reserve.

k) On 20 September 2011, 1,114,472 shares at GBP 0.0025 were issued at a price of GBP 0.101. Upon the issue, an amount of €126,601 was credited to the Company's share premium reserve.

l) On 31 December 2011, 1,473,466 shares at GBP 0.0025 were issued at a price of GBP 0.077. Upon the issue, an amount of €131,213 was credited to the Company's share premium reserve.

m) On 31 December 2011, 145,504,458 shares at GBP 0.0025 were issued at a price of GBP 0.041. Upon the issue, an amount of €6,758,090 was credited to the Company's share premium reserve.

2010

a) On 24 February 2010, 1,014,921 shares at GBP 0.0025 were issued at a price of GBP 0.1116. Upon the issue an amount of €125,786 was credited to the Company's share premium reserve.

b) On 24 February 2010, 34,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.120. Upon the issue an amount of €4,538 was credited to the Company's share premium reserve.

c) On 3 May 2010, 83,571,429 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €9,850,982 was credited to the Company's share premium reserve.

d) On 4 May 2010, 979,964 shares at GBP 0.0025 were issued at a price of GBP 0.1137. Upon the issue an amount of €125,318 was credited to the Company's share premium reserve.

e) On 18 August 2010, 1,355,998 shares at GBP 0.0025 were issued at a price of GBP 0.0833. Upon the issue an amount of €132,591 was credited to the Company's share premium reserve.

Issued capital

2010

f) On 18 August 2010, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.050. Upon the issue an amount of €57,475 was credited to the Company's share premium reserve.

g) On 2 December 2010, 1,281,939 shares at GBP 0.0025 were issued at a price of GBP 0.0884. Upon the issue an amount of €129,870 was credited to the Company's share premium reserve.

h) On 2 December 2010, 2,500,000 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €302,375 was credited to the Company's share premium reserve.

i) On 20 December 2010, 180,970,000 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €17,785,954 was credited to the Company's share premium reserve.

j) On 20 December 2010, 60,126,386 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €5,860,198 was credited to the Company's share premium reserve.

Warrants

The Company has issued warrants to advisers to the Group. Warrants, noted below expire five or one and a half years after grant date and are exercisable at the exercise price.

2011

a) On 12 January 2011, 0.78 million warrants were issued to Canaccord Genuity which expire one and a half years after the grant date, and are exercisable at any time within that period.

b) On 12 January 2011, 0.15 million warrants were issued to GMP Securities which expire one and a half years after the grant date, and are exercisable at any time within that period.

c) On 12 January 2011, 0.07 million warrants were issued to Paradigm Capital which expire one and a half years after the grant date, and are exercisable at any time within that period.

2010

a) On 4 May 2010, 4.55 million warrants were issued to Fox Davies Capital which were exercised on 19 January 2011.

b) On 20 December 2010, 7.23 million warrants were issued to Canaccord Genuity Corp which expire 1.5 years after the grant date, and are exercisable at any time within that period.

c) On 20 December 2010, 1.39 million warrants were issued to GMP Securities which expire 1.5 years after the grant date, and are exercisable at any time within that period.

d) On 20 December 2010, 0.65 million warrants were issued to Paradigm Capital which expire 1.5 years after the grant date, and are exercisable at any time within that period.

Details of share warrants outstanding as at 31 December 2011:

 

Grant date

 

Expiry date

Exercise price

Number of

warrants

000's

24 Dec 2009

23 Dec 2014

11p

1,237

20 Dec 2010

19 Jun 2012

CAD0.135

9,278

12 Jan 2011

12 Jul 2012

CAD0.135

998

11,513

Warrants

Outstanding at 1 January 2011:

16,902

- granted during the reporting period

998

- exercised during the reporting period

(6,387)

Outstanding warrants at 31 December 2011

11,513

 

Warrants (continued)

The estimated fair values of the warrants were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:

GRANT DATE

Weighted average share price

Weighted average exercise price

Expected volatility

Expected life (years)

Risk free rate

Expected dividend yield

Discount factor

Estimated fair value

12 Jan 2011

CAD0.290

CAD0.135

60%

1

3.5%

Nil

Nil

10.64p

20 Dec 2010

CAD0.135

CAD0.135

45%

1

2.25%

Nil

Nil

1.61p

24 Dec 2009

11.00p

11.00p

105.13%

5

5%

Nil

30%

6.19p

 

19. Share options reserve

2011

EUR 000

2010

EUR 000

Opening amount

5,015

3,471

Recognition of share based payment

254

1,544

Closing amount

5,269

5,015

Details of share options outstanding as at 31 December 2011:

 

Grant date

 

Expiry date

 

Exercise price

Number of

share options

GBP

000's

28 Apr 2006

28 Apr 2012

0.135

3,430

08 Sep 2006

08 Sep 2012

0.110

1,000

25 Jan 2007

25 Jan 2013

0.120

1,500

26 Feb 2007

26 Feb 2013

0.135

2,800

11 May 2007

11 May 2012

0.120

1,000

11 May 2007

11 May 2013

0.150

2,500

26 Jun 2007

26 Jun 2013

0.187

500

26 Jun 2007

26 Jun 2013

0.170

625

23 Jul 2007

23 Jul 2013

0.200

1,000

21 Sep 2007

21 Sep 2012

0.170

911

31 Dec 2007

31 Dec 2013

0.220

4,065

15 Jan 2008

15 Jan 2014

0.238

1,000

07 May 2008

06 May 2013

0.200

1,712

01 Sep 2008

01 Sep 2014

0.200

1,050

23 Mar2009

22 Mar 2013

0.041

9,000

09 Jun 2009

08 Jun 2013

0.080

6,050

25 Jan 2010

24 Jan 2014

0.134

9,925

22 Apr 2010

21 Apr 2014

0.134

500

01 Jul 2010

30 Jun 2014

0.080

2,000

12 Oct 2010

11 Oct 2014

0.100

2,150

20 Dec 2010

19 Dec 2014

0.120

10,133

01 Oct 2011

01 Oct 2015

0.090

500

01 Oct 2011

01 Oct 2016

0.090

1,000

01 Dec 2011

01 Dec 2016

0.090

1,000

28 Dec 2011

28 Dec 2016

0.100

5,000

28 Dec 2011

28 Dec 2016

0.100

6,000

Total

76,351

 

Number of

share options

000's

Outstanding options at 1 January 2011:

79,882

- cancelled/expired during the reporting period

(8,124)

- exercised during the reporting period

(8,907)

- granted during the reporting period

13,500

Outstanding options at 31 December 2011

76,351

 

2011

On 1 October 2011, Ignacio Velez Perez (management) was granted options to subscribe at any time until 30 September 2015 for an aggregate total of 500,000 Ordinary Shares at an exercise price per Ordinary Share of 9 pence. These options are only exercisable over a 3-year period from the grant date (one third every year).

On 1 October 2011, Jose Sierra Lopez (Director) was granted options to subscribe at any time until 30 September 2016 for up to 1,000,000 new Ordinary Shares at an exercise price of 9 pence per Ordinary Share.

On 1 December 2011, Robert Francis (Director) was granted options to subscribe at any time until 30 November 2016 for up to 1,000,000 new Ordinary Shares at an exercise price of 9 pence per Ordinary Share.

On 28 December 2011, Harry Adams (Managing Director), John Leach (Finance Director), Ronnie Beevor (Director), Ross Bhappu (Director), Roger Davey (Director) and Ashwath Mehra (Director) were granted options to subscribe at any time until27 December 2016 for up to 2,000,000, 1,000,000, 800,000, 400,000, 400,000 and 400,000 new Ordinary Shares respectively at an exercise price of 10 pence per Ordinary Share. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.

On 28 December 2011, management and employees were granted options to subscribe at any time until 27 December 2016 for up to 6,000,000 new Ordinary Shares at an exercise price of 10 pence per Ordinary Share. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.

2010

On 25 January 2010, each of the Directors and certain of the management and employees have been or are to be granted options to subscribe at any time until 24 January 2014 for an aggregate total of 9,975,000 Ordinary Shares at an exercise price per Ordinary Share of 13.4 pence.

On 25 January 2010 certain consultants were granted to subscribe at any time until 24 January 2014 for up to 1,750,000 new Ordinary Shares at an exercise price of 13.4 pence per Ordinary Share, expiring on 24 January, 2014.

On 22 April 2010, Roger Davey (Director) was granted options to subscribe at any time until 21 April 2014 for an aggregate total of 500,000 Ordinary Shares at an exercise price per Ordinary Share of 13.40 pence.

On 1 July 2010, Rob Williams (management) was granted options to subscribe at any time until 30 June 2014 for an aggregate total of 2,000,000 Ordinary Shares at an exercise price per Ordinary Share of 8 pence. These options are only exercisable after satisfactory settlement of certain commercial matters and successful project permitting in Spain.

On 12 October 2010 certain consultants were granted to subscribe at any time until 11 October 2014 for up to 2,150,000 new Ordinary Shares at an exercise price of 10 pence per Ordinary Share, expiring on 11 October, 2014 exercisable only after satisfactory settlement of certain commercial matters and successful project permitting in Spain.

On 20 December 2010, each of the Directors and certain of the management and employees have been or are to be granted options to subscribe at any time until 19 December 2014 for an aggregate total of 11,250,000 Ordinary Shares at an exercise price per Ordinary Share of 12 pence.

The option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary Shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the Ordinary Shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary Shares.

The estimated fair values of the options were calculated using the Black & Scholes option pricing model. The inputs into the model and the results are as follows:

GRANT

DATE

Weighted average share price

Weighted average exercise price

Expected volatility

Expected life (years)

Risk free rate

Expected dividend yield

Estimated fair value

28 Dec 2011

10.00p

10.00p

73.6%

5

2.00%

Nil

2.21p

01 Dec 2011

9.00p

9.00p

80.0%

5

2.00%

Nil

2.35p

01 Oct 2011

9.00p

9.00p

76.2%

5

2.00%

Nil

1.67p

01 Oct 2011

9.00p

9.00p

76.2%

4

2.00%

Nil

1.48p

12 Oct 2010

10.00p

10.00p

45.0%

2.5

2.25%

Nil

2.82p

1 Jul 2010

8.00p

8.00p

45.0%

2.5

2.25%

Nil

2.39p

22 Apr 2010

12.00p

13.40p

45.0%

2.5

2.25%

Nil

3.11p

25 Jan 2010

13.40p

13.40p

45.0%

2.5

2.25%

Nil

4.00p

09 Jun 2009

7.82p

8.00p

104.5%

4

5.00%

Nil

4.00p

23 Mar 2009

4.53p

4.13p

100.3%

4

3.50%

Nil

3.26p

1 Sep 2008

21.50p

20.00p

68.2%

6

5.00%

Nil

10.07p

7 May 2008

23.75p

20.00p

69.4%

5

4.98%

Nil

10.82p

15 Jan 2008

19.75p

23.80p

66.0%

6

4.98%

Nil

8.35p

31 Dec 2007

22.00p

22.00p

66.0%

6

4.27%

Nil

9.76p

21 Sept 2007

17.00p

17.00p

61.9%

5

5.00%

Nil

6.47p

23 Jul 2007

14.00p

20.00p

57.9%

6

6.35%

Nil

5.13p

26 Jun 2007

13.50p

18.66p

57.9%

6

6.32%

Nil

5.09p

26 Jun 2007

13.50p

17.00p

57.9%

6

6.32%

Nil

5.30p

11 May 2007

13.25p

12.00p

57.9%

5

6.07%

Nil

5.43p

11 May 2007

13.25p

15.00p

57.9%

6

6.07%

Nil

5.37p

26 Feb 2007

11.83p

13.50p

60.0%

6

5.85%

Nil

4.19p

25 Jan 2007

11.10p

12.00p

57.9%

6

5.97%

Nil

4.56p

8 Sept 2006

9.00p

11.00p

46.0%

6

4.90%

Nil

5.51p

8 Sept 2006

9.00p

9.00p

46.0%

6

4.90%

Nil

5.86p

28 Apr 2006

9.50p

13.50p

37.0%

6

4.70%

Nil

3.25p

 

 

20. Trade and other payables

2011

2010

The Group

EUR 000

EUR 000

Current trade and other payables

Trade payables

1,146

1,490

Other payables*

2,813

1,563

Accruals

401

72

VAT

231

155

Other

252

233

4,843

3,513

Non current trade and other payables

Other payables*

11,051

13,867

The Company

Accruals

372

928

Other payables

211

30

583

958

 

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

 

*On 25 May 2010 EMED Tartessus S.L recognized a debt with the Social Security's General Treasury in Spain amounting to €16.9 million incurred by a previous owner to stop the execution process by Public Auction of the land initiated by that entity. €1.5 million was repaid in 2010, with a further €1.6 million repaid in 2011.

 

21. Borrowings

 

 

2011

EUR 000

2010

EUR 000

Current borrowings

Convertible Note

-

7,113

-

7,113

Convertible Note Facility

On 4 March 2009 the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility'). The Facility was arranged to provide funds for the Rio Tinto copper project in Spain, gold project in Slovakia and for general working capital purposes.

On 28 December 2011, under the loan agreement, both RCF and EMB converted the outstanding principal amount of the Facility into Ordinary Shares at the Conversion Price of 4.13 pence per Ordinary Share. A total of 111,267,170 new Ordinary Shares were issued to RCF and 34,237,388 new Ordinary Shares were issued to RMB.

Interest on the Facility was payable at a rate of 7.5% on funds drawn down with an annual commitment fee of 3.0 % on any undrawn amounts. The establishment fee was US$212,500 paid by the issue of 3,785,274 new Ordinary Shares.

Interest was paid in shares at the election of the Company or the Lenders. The price of shares was based upon the volume weighted average market price at the time of the payment. Interest during 2011 of US$531,482 was paid by the issue of 4,340,285 new Ordinary Shares.

 

22. Acquisition of subsidiaries

There were no acquisitions during 2011 or 2010.

 

23. Discontinued operations

2011

There were no discontinued operations during 2011.

2010

There were discontinued operations during 2010 due to the deregistration of Eastern Mediterranean Resources Romania SRL on 23 August 2010 and the disposal of EMED Mining Armenia LLC on 30 July 2010. Both operations were immaterial to the Group as the two companies were dormant.

 

24. Related party transactions

The following transactions were carried out with related parties:

24.1 Compensation of key management personnel

The total remuneration of the Directors and other key management personnel was as follows:

2011

2010

EUR 000

EUR 000

Directors' fees

595

546

Directors' other benefits

112

380

Share option-based benefits to directors

47

401

Other key management personnel fees

536

427

Share option-based and other benefits to other key management personnel

186

361

1,476

2,115

 

Share-based benefits

The directors and key management personnel have been granted options as set out in Note 19.

24.2 Transactions with KEFI Minerals PLC.

The Company has an on-going service agreement with its associate, KEFI Minerals Plc, for provision of management and other professional services.

2011

2010

EUR 000

EUR 000

Transactions with KEFI Minerals Plc

115

117

 

24.3 Year-end balances arising from sales of services

2011

2010

EUR 000

EUR 000

Receivable from related party (Note 15):

KEFI Minerals Plc-Associate

145

7

 

The above balances bear no interest and are repayable on demand.

24.3 Conversion of secured loan facility

On 4 March 2009 the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility'). The Facility was arranged to provide funds for the Rio Tinto copper project in Spain, gold project in Slovakia and for general working capital purposes and was convertible at a share price of 4.13 pence ("Conversion Price").

On 28 December 2011, both RCF and RMB converted the outstanding principal amount of the Facility into Ordinary Shares at the Conversion Price. A total of 111,267,170 new Ordinary Shares were issued to RCF and 34,237,388 new Ordinary Shares were issued to RMB.

Following the conversion and payment of interest due, RCF holds 167,022,016 shares (equating to 17.3% and 15.9% respectively of the issued share capital and fully diluted share capital of the Company) and RMB holds 67,456,481 shares (equating to 7.0% and 6.4% respectively of the issued share capital and fully diluted share capital of the Company) as at the date of this report.

 

25. Contingent liabilities

As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Ltd one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.

On 23 September 2010, EMED Tartessus was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of 2010. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. The Company owns 33% of the TMF and the owners of the remaining 67% are co-defendants.

In December 2011 the judicial claims were dismissed by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions").

Now that the judicial (negligence) claims have been dismissed, the Administrative File is expected to be re-opened in due course to deal with the purported environmental damages, likely accumulating alleged industrial discharges from the winter months of both 2010 and 2011. The original sanction proposed in the Administrative File was potentially a fine of €450,000 and damages in the amount of €1,171,712.60 and this will likely increase with the inclusion of 2011. The authorities have signalled the possibility of sanctions of approximately €12 million.

The Company will continue to defend its actions vigorously on the basis that in fact, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMED is of the view that it took all action under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.

It is improbable that any fine or sanction will be imposed once the Administrative File, if re-opened, reaches its conclusion in approximately 3-5 years, and in any event the Company would only be responsible for payment of that amount proportional to its ownership of the TMF, this being 33%. Nonetheless, the Company believes that all charges will be dismissed in due course given the circumstances and the clear recognition of those circumstances in the complete dismissal of all judicial charges.

 

26. Commitments

There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Group must be spent in order to extend the tenement life for another 2 periods (4 and 2 years, respectively). The first year minimum spend is 10% of the individual tenement budget. Currently the official exploration budget across the Slovakian tenements, according to the exploration programs submitted to the competent Ministry of Environment, is approx. €3.9 million in total (the total proposed expenditure for the period 2009 to 2015 for all 6 tenements). 70% of the proposed budget is €2.7 million, which represents the minimum financial obligation for potential extensions of current lease holdings. For 2012, only two tenements will complete the first year of the initial 4 year exploration period and thus the minimum 10% required expenditure is approx. €47,000. Moreover there are annual tenement rental fees in the order of €90,000 per year. EMED has met its obligations to date and the exploration program for Slovakia will more than fulfil these commitments. All annual technical and financial reports have been submitted in time and approved straightforwardly.

On 15 September 2010, the Company was granted an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. The option could have been exercised by the Company at any time prior to 31 December 2011 (the "Option Period") upon a further payment by the Company to Iberian Portugal of €750,000, in cash or Ordinary Shares at the Company's election. The Company would have also had to make a cash payment of €100,000 or such higher amount to cover costs incurred by Iberian Portugal during the Option Period. The Company allowed its option over the Regua tungsten deposit in Portugal to lapse on 31 December 2011, as it did not meet EMED's criteria for going forward.

 

27. Events after the reporting period

On 6 February 2012, the Company entered into conditional agreements with a cornerstone copper customer Yanggu Xiangguang Copper Co. Ltd ("XGC"). XGC agreed to provide US$15 million equity (£9,484,067) by way of a subscription for new ordinary shares in the Company at a price of 9 pence per share (105,378,159 ordinary shares) and to provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Mine). On 22 March 2012, following prior approval at a meeting of shareholders, XGC provided equity capital of £9,484,067 and 105,378,159 Ordinary Shares were issued to a wholly-owned subsidiary of XGC. The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves.

On 5 March 2012 the Company mandated Goldman Sachs International on an exclusive basis to provide and/or arrange up to US$175 million finance to the Company for the restart of the Rio Tinto Copper Mine. This financing is intended to be in the form of a copper pre-sale agreement.

On 12 March 2012, the Company held an extraordinary general meeting of shareholders of the Company at which shareholders approved (i) an increase to the authorized share capital of the Company to £3,500,000 comprised of 1,400,000,000 Ordinary Shares of £0.0025 each; and (ii) the issuance of the aforementioned 105,378,159 Ordinary Shares pursuant to the XGC subscription.

Management's Discussion and Analysis of Financial Condition and Operations ANNUAL 31 December 2011

 

This Management's Discussion and Analysis ("MD&A") of financial condition and results of operations should be read in conjunction with the audited annual consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (together "EMED" or "Group") for the year ended 31 December 2011. The audited annual consolidated financial statements and related notes on which the MD&A are based have been prepared in accordance with the International Financial Reporting Standards ("IFRS").

This report which is dated 22 March 2012 and the Company's other public filings, including its most recent Annual Information Form, can be viewed via the SEDAR website (www.sedar.com).

Cautionary Statements Regarding Forward Looking Statements

This MD&A contains "forward‑looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, and the Group and its projects, the future price of metals, the estimation of ore reserves and mineral resources, the conversion of mineral resource estimates to ore reserve estimates, the realization of ore reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcomes of pending litigation and/or regulatory matters. Often, but not always, forward‑looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Accordingly, readers should not place undue reliance on forward‑looking statements.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others, that: the grant of Administrative Standing (as defined herein) will be obtained; all other regulatory approvals and authorizations from the Andalucía Government and departmental ministries will be obtained; additional lands needed to develop and commence operations at the Rio Tinto Copper Mine project will be successfully expropriated or commercial settlements with landowners will be reached; requisite shareholder approval for project re-start will be obtained; definitive documentation for project financing will be completed; regulatory and political views regarding the Rio Tinto Copper Mine project will remain positive and unchanged; the demand for copper will develop as anticipated; that the price of copper will remain at levels that render the Rio Tinto Copper Mine economic; the mineral resource and reserve estimates as disclosed in the Rio Tinto Technical Report (as defined herein) will be realized; and that there are no material unanticipated variations in the production, capital cost and economic estimates as disclosed in the Rio Tinto Technical Report.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; the future cost of capital to the Company; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended 31 December 2011 (the "AIF") available under the Company's profile on SEDAR at www.sedar.com.

 

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‑looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward‑looking statements contained herein are made as of the date of this AIF and the Company disclaims any obligation to update any forward‑looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that forward‑looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Reconciliation Note between JORC and CIM Standards

This MD&A may contain disclosure of mineral resources and ore reserves using the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia, as amended ("JORC"). While the technical disclosure on the Company's material properties in this MD&A has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities Administrators, the estimates of mineral resources and ore reserves are disclosed using the categories under JORC. There is no material difference between JORC and The Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves" adopted by the CIM Council on 11 December 2005.

History and Strategy

EMED Mining (AIM:EMED, TSX:EMD) is committed to the development of metal production operations in Europe, with an initial focus on copper and gold.

The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in the European region.

In Spain, the Group's Rio Tinto Copper Mine provides an excellent opportunity to bring a large copper mine back into production at a relatively low total cost as it already has an established open-pit mine, processing plant and other infrastructure.

In Slovakia, the Biely Vrch deposit at the Group's Detva Gold Project is a potential greenfields development of an open-pit gold mine.

EMED Mining has earlier-stage activities in Cyprus, and via 16.6%-owned associate KEFI Minerals Plc (18.5% on 31 December 2011), an indirect interest in an early-stage exploration joint venture in the Kingdom of Saudi Arabia where it was recently granted its first exploration licenses.

EMED Mining is managed by a well-qualified, multi-cultural team drawn initially from Australia and the United States of America and now predominantly comprised of European citizens. The main priority for the short term is to safely and efficiently start copper production at the Rio Tinto Copper Mine once EMED Mining has completed the regulatory approval process, financed the start-up and obtained shareholder approval.

Overview of Operations

The Company was listed on AIM in May 2005 and was listed on the Toronto Stock Exchange ("TSX") in December 2010. The Group has, and continues to be, dependent on cash generated from equity financings to fund its activities. These proceeds have been used for maintenance and development activities in Spain, exploration activities in several countries and the administration and maintenance of the Group's operations in compliance with all regulatory requirements.

 

The ownership of the Company has evolved over this period and consists of substantial international mining specialists including the following:

·; The Board and senior management who come from Australia, Canada, the United States of America and Europe and including mining engineers, metallurgical engineers, financiers and management specialists with extensive experience in project development and operations;

·; Resource Capital Fund IV L.P. ("RCF"), the world's largest group of mine development investment funds, based in the United States of America and with offices in Australia and Canada;

·; Yanggu Xiangguang Copper Co. Ltd ("XGC"), a large copper smelting group based in China which has agreed to be a cornerstone customer and project financier for the Rio Tinto Copper Mine;

·; RBC Asset Management, a leading Canadian funds management company;

·; Rand Merchant Bank ("RMB"), a large South African mining bank with specialist mine investment teams based in Australia, United Kingdom and the United States of America;

·; Astor Management AG, a large Swiss-based metals and commodities investments group; and

·; Standard Life, a leading provider of long term savings and investments.

 

EMED Mining is currently focused on copper at the Rio Tinto Copper Mine in Spain and gold at the Detva Gold Project in Slovakia. Development will be contingent upon the Company's ability to access additional funding through a combination of debt and equity. The general liquidity of the capital markets therefore, which is in turn dependent on the outlook for prices of copper, gold and other commodities, is a major contributing factor to the successful completion of the Group's plans. In addition, the Group is in the process of obtaining the requisite government approvals for the restart of the Rio Tinto Mine and has negotiated preliminary arrangements with XGC and Goldman Sachs International to potentially provide $205 million in funding for the project restart.

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Mine

EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of the Rio Tinto Copper Mine in Andalucía, Spain. The Group is the owner of the mine, the mineral rights and the processing plant and is complying with all regulatory requirements to be awarded Administrative Standing (or "Titularidad Administrativa") along with the operating project and the environmental plans, so that the project can proceed.

As detailed in a NI 43-101 Technical Report, key anticipated production parameters for the Rio Tinto Copper Mine are:

·; Ramp-up to a 9 million tonne per annum ("tpa") throughput over a two-year period;

·; Open-pit mine with average waste-to-ore strip ratio of 1.1 to 1;

·; Contained copper-in-concentrate averaging ~37,000 tpa;

·; Average cash costs of C1 = US$1.37/lb (cash operating costs ) and C3 = US$1.57/lb (total costs including operating, capital and closure costs);

·; Measured and Indicated Resources = 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper (inclusive of Ore Reserves);

·; Ore Reserves = 123 million tonnes at 0.49% copper, containing 606,000 tonnes of copper;

 

________________________________________________________________________________________

Note 1 : Behre Dolbear International Ltd report entitled "Amended and Restated NI 43-101 Technical Report on Reopening the Rio Tinto Copper Mine, Huelva Province, Spain" dated November 17, 2010, which is available under EMED Mining's corporate profile at www.sedar.com.

 

·; Mine life > 14 years.

·; Project cost estimates will require refinement when permitting conditions are finalised and after detailed engineering is duly completed and procurement arranged.

·; Revised costs will need to reflect the following:

§ the expanded land footprint agreed with the Andalucian Government,

§ anticipated revisions in equipment specifications or prices,

§ foreign exchange movements,

§ the refined scheduling of plant repairs, improvements and modernisation, and

§ working capital buffers.

 

It is also anticipated that the following project features will also be revised in due course after exploration drilling has been conducted:

·; Ore Reserves (Proven and Probable - 123 million tonnes at 0.49% copper, containing 606,000 tonnes of copper) are currently based on a cut-off grade of 0.2% copper which was derived using a copper price of $2.00/lb ($4,400/tonne). In due course, this needs re-optimisation in light of the planned drilling within the open pit;

·; Mineral Resources (Measured plus Indicated - 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper) which was derived using a copper price of $3.00/lb ($6,600/tonne) for the Cerro Colorado open pit. This needs updating in light of the planned drilling of the open pit and the underground deposits on the property.

Steps to Restart Copper Production

Mining activities are the responsibility of the Autonomous Communities of Spain (ie individual states, which in the case of Rio Tinto is Andalucía) and the provincial government within those states (for Rio Tinto, this is the province of Huelva). Therefore, for the Rio Tinto Mine, the Huelva Provincial division of the Ministry of Economy, Innovation and Science ("CEIC") of the Junta de Andalucia (the "Andalucian Government") is the substantive regulatory body that has the authority to approve Administrative Standing (administrative approval of the transmission of the mineral rights held by EMED since 2007) and operating licenses for the project. This is the case except for explosive permits which are governed by the Central Government of Spain.

Approvals are also required from:

 

(i) The Huelva Provincial Division of the Ministry of Environment ("Environment") which specifically are the:

 

1. Unified Environmental Authorisation ("AAU") (which includes the Environmental Impact Statement ('EIS') and final restoration plan amongst other environmental permits); and

2. Concession required for public domain water, and

(ii) The Huelva Provincial Delegation of the Ministry of Culture ("Culture") as various project lands are listed as cultural heritage sites.

 

 

The steps to restarting production at the Rio Tinto Copper Mine are briefly summarised as follows:

 

·; Receipt of Administrative Standing and operating licences from CEIC. In this regard:

o Detailed engineering is to be completed now that the authorities have informally agreed all permitting conditions;

·; Approvals from Environment and Culture. In this regard:

o The AAU was resubmitted in February 2012 and the Company awaits approval of the enlarged restoration plan:

o The technical team is expanding the water management and environmental plans to reflect the enlarged land footprint and the Government's new river management policies.

o The relevant water concession application remains in process.

o The Company received conditional approval from Culture in December 2010 which must now be updated to take into account the expanded restoration footprint.

 

·; Once Administrative Standing is received, the Company can:

o Commence personnel training programs;

o Commence the drilling programs for extending mine life;

o Commence site preparation activities so that the full project can proceed;

o Proceed toward formal approval of the final project details to allow project execution and exploitation;

o Proceed formal approval of the final environmental management and restoration plans;

o Obtain final shareholder and financier approvals so the restart project execution programs can proceed;

o Proceed toward formal access to all lands required for the project operation for long term;

o Trigger the twelve month restart project execution programs, upon receipt of formal land access rights;

o Proceed with the appointment and induction of the workforce and contractors;

o Obtain construction permits and operating licences to be issued as project execution proceeds and commissioning is carried out;

o Proceed with the eighteen-month ramp-up of production to the base case rate of processing 9 million tpa of ore and 37,000 tpa copper-in-concentrate; and

o Concurrently assess project extension or expansion opportunities, based largely on the results of drilling in the vicinity of the existing open pit and underground mines.

The restart is expected to be straightforward from an operational perspective, with an established infrastructure and processing facility that can be readily restarted, albeit with aspects to be updated to incorporate mining industry improvements that have been developed over the past 20 years.

 

Funding

EMED Mining announced on 5 March 2012 that it has formally mandated Goldman Sachs International ("Goldman Sachs") on an exclusive basis to provide and/or arrange up to US$175 million of finance to the Company or a subsidiary undertaking for the restart of the Rio Tinto Copper Mine. This financing is intended to be in the form of a copper pre-sale agreement and complements the recently announced capital and copper sale arrangements planned with XGC.

On 12 March 2012 the Shareholders approved agreements with Yanggu Xiangguang Copper Co. Ltd ("XGC"), a cornerstone copper offtake customer, for an aggregate funding package of US$30 million (intended as to half in the form of share capital and half in the form of a future standby debt facility) in exchange for a 10% ordinary equity position in EMED Mining (on a fully-diluted basis) and the grant of limited off-take rights over the Rio Tinto Mine's copper production. XGC provided US$15 million equity by way of a subscription for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share. XGC has also agreed to provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Mine). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves, at market prices.

Slovakia - Detva Gold Project

EMED is advancing its 100%-owned Biely Vrch gold deposit, which is a potential greenfields development of an open pit gold mine. Biely Vrch gold deposit contains Indicated Resources of 461,000 ounces (17.7 million tonnes at 0.81g/t gold) and Inferred Resources of 596,000 ounces (24.0 million tonnes at 0.77g/t gold).

A revised Scoping Study completed by AMC Consultants (UK) Ltd in June 2010 confirmed the attractive economics of developing a mine at Biely Vrch based on a gold price of US$800/ounce (currently >US$1,600/ounce). The envisaged project has the following parameters:

·; Initial capital cost of ~US$64 million including the acquisition of additional lands;

·; 3 million tonne per annum, heap-leach operation;

·; Open-pit mine with average waste-to-ore strip ratio of 0.84 to 1;

·; Mine plan tonnage of 27.5 million tonnes at 0.86g/t gold, containing 756,000 ounces of gold;

·; Overall gold recoveries averaging 81%; and

·; Annual gold production of 60,000 ounces at an average C1 cash cost of ±US$530/ounce.

The Scoping Study is preliminary in nature and includes Inferred Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as ore reserves, and there is no certainty that the preliminary assessment will be realised. The capital cost noted above is a preliminary estimate derived in 2010 which will be updated in due course.

In November 2010, Behre Dolbear International Ltd completed the report entitled "Amended and Restated NI 43-101 Technical Report on the Biely Vrch Gold Deposit, Detva Licence Area in Slovakia" dated November 17, 2010.

 

Deep Drilling Program at Biely Vrch

During 2011, EMED has completed two deep drill holes at Biely Vrch to test the potential for economic gold mineralisation at depth. Both drill holes (DVE51 and DVE52) were mineralised from surface throughout their length (652m and 783m) and averaged 0.72g/t and 0.84g/t gold, respectively. Both drill holes also intercepted several higher grade zones.

The summary assay results are presented in tables below:

From

To

Metres

Au/ppm

Comment

DVE-51

0

652

652

0.72

Including

146

178

32

2.77

Within the Planned Pit

300

312

12

1.89

Below the Planned Pit

460

494

34

1.38

Below the Planned Pit

502

518

16

1.29

Below the Planned Pit

 

From

To

Metres

Au/ppm

Comment

DVE-52

0

782.5

782.5

0.84

Including

32

82

50

1.46

Within the Planned Pit

228

262

34

1.41

Below the Planned Pit

308

326

18

1.55

Below the Planned Pit

416

480

64

1.61

Below the Planned Pit

Detva Gold Project Permitting

In parallel with progressing the required permitting studies and approvals for Biely Vrch, EMED is working towards reaching various agreements with local parties directly impacted by the potential development.

The permitting process for Biely Vrch has advanced to being granted Protective Deposit Status over the Biely Vrch gold deposit and the Group has applied for a Mining Lease Area. In preparation for the subsequent permitting step, EMED and its environmental consultants are preparing the Preliminary Environmental Impact Assessment for Biely Vrch. In addition, a series of community briefings and consultations are being conducted in the local towns and villages, the need for which has been reinforced by recent opposition by anti-mining lobby groups.

Thirty eight state, regional and local regulatory bodies have consented to the Company being granted its Mining Lease Area over Biely Vrch. A non-opposition resolution was also signed by the local Landowners Co-operative in the Mining Lease Area.

Other Prospects

Our Slovak geological team continued testing many other prospects in the Vepor new tenement which was granted to EMED Slovakia in 2011, as well as in the prolific historical ore fields of Banska Stiavnica-Hodrusa. As a result three drill holes are planned to be executed at the Quartzlager prospect with potential for "Rozalia style" mineralisation. The Rozalia Mine is located on a mining lease within the Company's exploration licences in Hodrusa and is currently the only gold producing deposit in central Europe.

 

Portugal - Regua Tungsten Project

The Company allowed its option over the Regua tungsten deposit in Portugal to lapse on 31 December 2011, as it did not meet EMED's criteria for going forward. 

KEFI Minerals Plc

KEFI Minerals Plc is a gold and copper exploration company with projects mainly in the Kingdom of Saudi Arabia. It commenced trading on AIM in December 2006. EMED Mining contributed initial assets and currently has a 16.56% shareholding (31 December 2011 - 18.45% shareholding). 

In Saudi Arabia, KEFI Minerals Plc has a joint venture with leading Saudi construction and investment group ARTAR. This joint venture has a number of exploration license applications pending in Saudi Arabia.

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's audited consolidated financial statements for the years ended 31 December 2011, 2010 and 2009.

As at and for the year ended

31 Dec 2011

(€ 000's)

As at and for the year ended

 31 Dec 2010

(€ 000's)

As at and for the year ended

31 Dec 2009

(€ 000's)

Exploration expenses

(1,427)

(1,431)

(2,161)

Care and maintenance expenses

(4,449)

(3,779)

(2,881)

Share-based benefits

(140)

(1,197)

(1,628)

Other operating expenses

(3,692)

(3,651)

(2,107)

Other income

117

121

104

Net foreign exchange loss

(363)

(8)

(528)

Net finance costs

(1,180)

(1,185)

(947)

Impairment of intangible assets

-

(310)

-

Share of results of associates

(266)

(165)

(288)

Tax

1,733

1,372

875

Loss for the year

(9,667)

(10,233)

(9,561)

Basic and fully diluted loss per share (cents)

 

(1.4)

 

(2.4)

 

(3.4)

Total assets

51,830

59,059

19,235

Total liabilities

(15,901)

(24,493)

(7,918)

Dividends

-

-

-

The Group recorded a consolidated loss of €9.7 million (or (1.4) cents per share) for the year ended 31 December 2011, compared with a consolidated loss of €10.2 million (or (2.4) cents per share) for the year ended 31 December 2010, a decrease of €0.5 million. Even though there was an increase of €0.7 million in care and maintenance expenditure in preparation for the opening the mine, there was an overall decrease in the loss of the year mainly due to a decrease in the cost of the share-based payments by €1.1 million and to the impairment of intangible assets in 2010 amounting to €0.3 million. The Group recorded a consolidated loss of €9.6 million (or (3.4) cents per share) for the year ended 31 December 2009.

During the year ended 31 December 2011, the Group expended €1.4 million (2010: €1.4 million; 2009: €2.1 million) on exploration expenditure, primarily in Slovakia amounting to €1.0 million and in Portugal amounting to €0.4 million. In accordance with the Group's conservative accounting policy all exploration expenditure is written off when incurred.

 

During the year ended 31 December 2011, the Group also expended €4.4 million (2010: €3.8 million; 2009: €2.9 million) on care and maintenance of the Rio Tinto Copper Mine. The higher care and maintenance costs are due to higher staff costs, professional services and site security costs, additional technical analysis and the increase in the usage and price of diesel. The other costs that are included in the care and maintenance costs such as environmental monitoring, pumping, water management and other activities at the Rio Tinto Copper Mine, have remained constant for the years under review. In accordance with the Group's accounting policy all these expenditures were written off when incurred.

The impact of share based payments during 2011 was a net charge to income of €0.1 million (2010: €1.2 million; 2009: €1.6 million). As at 31 December 2011, the equity reserve recognized for share based payments amounted to €5.3 million (2010: €5 million; 2009: €3.5 million).

Other operating expenditure for the year ended 31 December 2011 was €3.7 million (2010: €3.7 million; 2009: €2.1 million). These costs represent corporate costs and include all costs associated with a listed public company and include shareholder communications, on-going listing costs, head office salaries and travel. Year on year, these costs have remained consistent overall. The 2011 and 2010 salary costs are higher than those in 2009 because in that year certain employees agreed to a salary reduction of 25% as a result of the global financial crisis in 2009. These cuts were rescinded by the Board in 2010.

Net foreign exchange losses recorded during the year were the result of movements in exchange rates on cash balances held by the Company and the translation of the Convertible Loan Facility from US Dollars to Euros. (2011: €363 thousand; 2010: €8 thousand; 2009: €528 thousand)

Net finance costs for the year ended 31 December 2011 were €1.2 million (2010: €1.2 million; 2009: €0.9 million). An amount of €815 thousand (2010: €813 thousand; 2009: €915 thousand) relates to interest on the Convertible Note and an amount of €587 thousand (2010: €357 thousand; 2009: €nil) relates to interest paid on the debt to the Department of Social Security in Spain as a result of the Agreement discussed below. The increase in 2011 was offset by interest received on the bank balances amounting to €213 thousand.

Total assets were €52 million as at 31 December 2011, compared to €59 million as at 31 December 2010 (31 December 2009: €19 million), a decrease of €7 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Mine. The decrease in assets during the year was due to a decrease in cash reserves of €13.7 million, offset by an increase in property, plant and equipment, in intangible assets and in deferred taxation by €2.3 million, €2.7 million and €1.7 million respectively.

In May 2010, EMED Tartessus entered into an agreement with the Department of Social Security in Spain whereby the Department has agreed not to enforce the liens held by it against the relevant assets now owned by EMED Tartessus, provided that the then outstanding debt of €16.9 million is repaid in full over a five year period. In 2011, an amount of €1.6 million was paid (2010: €1.5m), and annual payments including interest of €2.8 million, €3.6 million, €5 million and €2.4 million are due to be made. The liens had been granted as a form of security interest against Rio Tinto Copper Mine landholdings to secure the payment of the debt owed to the Department of Social Security by a previous owner, Minas de Rio Tinto S.A. ("MRT"). EMED Tartessus has always been aware of the liens, which are a result of unpaid social security obligations of MRT. Full repayment of this debt is considered as part of the cost to re-start production at the Rio Tinto Copper Mine and is regarded as a land acquisition cost. This transaction gave rise to the significant increase in assets in 2010.

Receivables as at 31 December 2011 of €1.4 million (2010: €1.1 million; 2009; €0.4 million) are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain amounting to €0.6 million (2010: €0.8 million; 2009; €0.3 million), of deposits of €0.6 million (2010: €0.3 million; 2009: €0.1 million) and of the amount receivable from related parties amounting to €0.2 million.

 

Current Liabilities stood at €4.8 million as at 31 December 2011 (2010: €10.6 million; 2009: €1.0 million). Accounts payable decreased by €5.8 million at 31 December 2011 principally as a result of the conversion of the convertible note facility, amounting to €7.1 million, into ordinary shares and offset by the increase by €1.3 million in the current portion of the liability with the debt with the Department of Social Security.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. As at 31 December 2010, the Group's deferred tax assets stood at €5.8 million (2010: €4.1million; 2009: €2.6 million) and these will be utilised subject to the re-start of the Rio Tinto Copper Mine.

Summary of Quarterly Results

The Company has prepared unaudited condensed interim consolidated financial statements for the quarters ended 30 September 2010, 31 December 2010, 31 March 2011, 30 June 2011, 30 September 2011 and 31 December 2011. The first time the Company prepared unaudited interim condensed consolidated financial statements was for the quarter ended 30 September 2010 (since becoming a reporting issuer in Canada).

As at and for the 3 months ended 30 Sep 2010

(€ 000's)

As at and for the 3 months ended 31 Dec 2010

(€ 000's)

As at and for the 3 months ended 31 March 2011

(€ 000's)

As at and for the 3 months ended 30 June 2011

(€ 000's)

As at and for the 3 months ended 30 Sep 2011

(€ 000's)

 

As at and for the 3 months ended 31 Dec 2011

(€ 000's)

Exploration expenses

(309)

(380)

(326)

(368)

(411)

(322)

Care and maintenance expenses

(926)

(714)

(1,113)

(1,144)

(1,520)

(672)

Share-based benefits

-

(137)

(92)

-

(48)

Other operating expenses

(909)

(1,932)

(844)

(942)

(1,019)

(887)

Other income

4

58

-

57

-

60

Net foreign exchange gain/(loss)

170

(169)

(107)

94

(166)

(184)

Net finance costs

(365)

(339)

(340)

(261)

(272)

(307)

Impairment of intangible assets

-

(310)

-

-

-

-

Share of results of associates

29

(59)

(56)

(75)

(71)

(64)

Tax

279

507

400

405

558

370

Loss for the period

(2,056)

(3,416)

(2,478)

(2,234)

(2,901)

(2,054)

 

Basic and fully diluted loss

per share (cents)

 

(0.48)

 

(0.74)

 

(0.36)

 

(0.32)

 

(0.41)

 

(0.28)

 

The Group recorded a consolidated loss of €2.1 million for the three months ended 31 December 2011, compared with a consolidated loss of €2.9 million for the three months ended 30 September 2011, a consolidated loss of €2.2 million for the three months ended 30 June 2011, a consolidated loss of €2.5 million for the three months ended 31 March 2011, a consolidated loss of €3.4 million for the three months ended 31 December 2010, and compared with a consolidated loss of €2.1 million for the three months ended 30 September 2010.

During the three months ended 31 December 2011, the Group expended €0.3 million on exploration expenditure (30 September 2011: €0.4 million; 30 June 2011: €0.4 million; 31 March 2011: €0.3 million; 31 December 2010: €0.4 million; 30 September 2010: €0.3 million). The increase in exploration expenditure during the quarter ended 30 September 2011 was due to exploration expenses incurred in Portugal on the Regua tungsten deposit. In December 2011, the Company allowed the option to acquire the Regua tungsten deposit in Portugal to lapse.

During the quarter ended 31 December 2011, the Group incurred expenditure on care and maintenance at the Rio Tinto Copper Mine of €0.7 million (30 September 2011: €1.5 million; 30 June 2011: €1.1 million; 31 March 2011: €1.1 million; 31 December 2010: €0.7 million; 30 September 2010: €0.9 million). In the third quarter of 2011 these expenses increased compared to the previous quarters as a result of the increased level of activity at Rio Tinto.

Other operating expenditure for the three months ended 31 December 2011 was €0.9 million (30 September 2011: €1 million; 30 June 2011: €0.9 million; 31 March 2011: €0.8 million; 31 December 2010: €1.9 million; 30 September 2010: €0.9 million). These costs represent corporate costs including all costs associated with a listed public company such as shareholder communications, on-going listing costs, head office salaries and travel. These costs remained constant over the periods.

Net finance costs for the three months ended 31 December 2011 were €0.3 million (30 September 2011: €0.27 million; 30 June 2011: €0.26 million; 31 March 2011: €0.34 million; 31 December 2010: €0.34 million; 30 September 2010: €0.37 million). Finance costs have remained constant over the periods under review.

Financing Activities

Statement of Cash Flows Summary

 

 

 

For the

year ended

 31 Dec 2011

(€ 000's)

For the

year ended

31 Dec 2010

(€ 000's)

For the

year ended

31 Dec 2009

(€ 000's)

 

Cash flows (used in)/from operating activities

(12,061)

7,113

(5,158)

Cash flows used in investing activities

(4,875)

(20,685)

(2,411)

Cash flows from financing activities

3,222

31,544

9,710

Net (decrease) / increase in cash and cash equivalent

(13,714)

17,972

2,141

 

In 2011, cash flows used in operating activities increased mainly due to payments to trade and other creditors and to increased interest paid (2011:€1.1 million; 2010:€0.6 million). In 2010, cash flows from operating activities are due to the increase of trade and other payables by €16.3 million which relates to the social insurance debt of €16.9 million. In 2011, cash flows used in investing activities were mainly due to €2.4 million investment in property plant and equipment (2010: €17.8 million; 2009: €0.8 million) and due to €2.7 million investment in intangible assets (2010: €2.5 million; 2009: €1.2 million).

In 2011, the Group obtained €3.2 million from a share issue (2010: €31.5 million; 2009: €6.6 million)

On 3 May 2010, the Company completed a private placement of 83,571,429 Ordinary Shares at a price of GBP0.105 per Ordinary Share. The total proceeds received from the private placement were approximately €10.1 million.

On 20 December 2010 in conjunction with the TSX listing, EMED Mining raised a total of C$32.7 million (GBP20.5 million) via an Initial Public Offering in Canada and a concurrent Private Placement in the UK.

 

In January 2011, and as a result of a subsequent exercise of the over-allotment option granted to the Company's Canadian Agents, C$2.4 million (GBP1.5 million) was raised. These equity raisings are summarised in the table below:

Number of Ordinary Shares Issued

 

Issue

Price

Gross Proceeds

 (C$ million)

Gross Proceeds(GBP million)

 

Gross Proceeds(€ million)

 

Canadian IPO - December 2010

 

180,970,000

C$ 0.135

24.6

15.4

18.3

UK Placement - December 2010

 

60,126,386

GBP 0.085

8.1

5.1

6.0

UK Placement - May 2010

83,571,429

GBP 0.105

14.0

8.8

10.1

Canadian Option - January 2011

18,145,500

C$ 0.135

2.4

1.5

1.8

Total

342,813,315

49.1

30.8

36.2

 

Note: Currency conversion based on an exchange rate of C$1.00 = GBP0.6268.

 

The proceeds from the above financings, and in the case of the proceeds from the TSX initial public offering, were and will continue to be applied as previously disclosed by the Company without material variation.

On 28 December 2011, under the secured convertible loan agreement, both RCF and RMB exercised their right to convert the outstanding principal amount of the Convertible Loan Facility (see below) amounting to US$8.5 million into new ordinary shares at the conversion price of 4.13 pence per ordinary share. A total of 145,504,558 new ordinary shares were issued to RCF and to RMB. Accordingly, the outstanding principal amount owing under the Loan Agreement of US$8.5 million was satisfied in full by the issue of these shares.

Liquidity

The Group is currently in the exploration and development stage and as such does not generate revenue from operations. It is the Group's goal to reach producer status and generate revenues that will significantly enhance the value of the Group and reduce the need for equity type funding to maintain its liquidity.

In liquidity terms, the financing needed to achieve such objectives is typically accessed in two steps. Step one is accessing equity based finance and step two is arranging finance from non-equity based external sources such as traditional project finance and off-take facilities. 

Financial and commodity markets have shown volatility in recent times due to uncertainty. Nonetheless, the outlook for both copper and gold has remained positive. It is important to recognise that, while the Group is still reliant on equity funding, the commissioning of one of the Group's projects, and in particular the Rio Tinto Copper Mine would move EMED into the producer category quite quickly, given the anticipated short start-up time once governmental approvals have been obtained.

Upon the grant of the relevant government approvals, the Group will commence the re-start at the Rio Tinto Copper Mine and will need to secure additional project financing (see Mineral, Exploration and Development Property Interests - Funding).

 

Contractual Obligations

The following table lists, as of 31 December 2011, information with respect to the Group's known contractual obligations: 

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 2 years

(€ 000's)

 

3 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

Debt with department of social security (Spain)

 

15,894

 

4,843

 

8,635

 

2,416

 

-

Total contractual obligations

15,894

4,843

8,635

2,416

-

 

Contingent Contractual Obligations

Acquisition of the remaining 49% of the Rio Tinto Copper Mine

 

53,000

 

8,833

 

17,666

 

26,501

 

-

 

The following table lists, as of 31 December 2010, information with respect to the Group's known contractual obligations:

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 2 years

(€ 000's)

 

3 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

 

Convertible loan facility

7,113

7,113

-

-

-

Debt with department of social security

15,428

1,561

6,411

7,456

-

Total contractual obligations

22,541

8,674

6,411

7,456

-

 

Contingent contractual obligations

Acquisition of the remaining 49% of the Rio Tinto Copper Mine

 

53,000

 

8,833

 

17,666

 

26,501

 

-

 

The following table lists, as of 31 December 2009, information with respect to the Group's known contractual obligations:

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 3 years

(€ 000's)

 

4 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

 

Convertible loan facility

6,876

130

6,746

-

-

Total contractual obligations

6,876

130

6,746

-

-

MRI Acquisition Agreement

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Mine) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was the issuance of 39,140,000 Ordinary Shares to MRI at a deemed issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including certain loans owed to members of the MRI Group which were incurred in relation to the operation of the Rio Tinto Copper Mine amounting to €9,116,617) to be paid by the Group over six or seven years. This consideration is payable to be paid once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Mine has been granted and restart has been achieved.

In consideration for agreeing to defer the above instalments over 6 years and for MRI's consent to the arrangements being entered into in connection with the Convertible Loan Facility, the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the Payment Period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is $6,613.86 or more ($3.00/lb).

MRI Acquisition Agreement - continued

The funds required to make these payments, should EMED proceed with the re-start of the Rio Tinto Project, would be sourced from senior project debt and from project cash flow.

Following a reorganisation of the MRI Group, the agreements pursuant to which the above payments of deferred consideration are due were novated to MRI Holding AG which has subsequently changed its name to ASTOR Management AG.

Convertible Loan Facility

On 4 March 2009, the Company entered into a Convertible Loan Facility of US$8.5 million with RCF and RMB to provide funds for the Rio Tinto Copper Mine in Spain, the gold project in Slovakia and for general working capital purposes.

On 28 December 2011, RCF and RMB exercised their right to convert the amounts owed to them under the secured convertible loan agreement dated 4 March 2009 into new ordinary shares at a price of 4.13 pence per share. Accordingly, the outstanding principal amount owing under the loan agreement of US$8.5 million was satisfied in full by the issue of shares.

Interest was paid in shares at the election of the Company or the Lenders. The price of shares was based upon the volume weighted average market price at the time of the payment. Interest during 2011 of US$531,482 was paid by the issue of 4,340,285 new ordinary shares.

Settlement Agreement with the Department of Social Security

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Mine upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €3.1 million to 31 December 2011, in accordance with the agreed repayment schedule.

Contingent liabilities

As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Limited one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.

On 23 September 2010, EMED Tartessus was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of 2010. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. The Company owns 33% of the TMF and the owners of the remaining 67% are co-defendants.

In December 2011 the judicial claims were dismissed by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions").

Now that the judicial (negligence) claims have been dismissed, the Administrative File is expected to be re-opened in due course to deal with the purported environmental damages, likely accumulating alleged industrial discharges from the winter months of both 2010 and 2011. The original sanction proposed in the Administrative File was potentially a fine of €450,000 and damages in the amount of €1,171,712.60 and this will likely increase with the inclusion of 2011. The authorities have signalled the possibility of sanctions of approximately €12 million.

The Company will continue to defend its actions vigorously on the basis that in fact, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMED is of the view that it took all actions under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.

It is improbable that any fine or sanction will be imposed once the Administrative File, if re-opened, reaches its conclusion in approximately 3-5 years, and in any event the Company would only be responsible for payment of that amount proportional to its ownership of the TMF, this being 33%. Nonetheless, the Company believes that all charges will be dismissed in due course given the circumstances and the clear recognition of those circumstances in the complete dismissal of all judicial charges.

Commitments

There are no minimum exploration requirements at the Rio Tinto Copper Mine. However, the Group is obliged to pay municipal taxes which currently are approximately €88,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.

There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Group must be spent in order to extend the tenement life for another 2 periods (4 and 2 years, respectively). The first year minimum spend is 10% of the individual tenement budget. Currently the official exploration budget across the Slovakian tenements, according to the exploration programs submitted to the competent Ministry of Environment, is approx. €3.9 million in total (the total proposed expenditure for the period 2009 to 2015 for all 6 tenements). 70% of the proposed budget is €2.7 million, which represents the minimum financial obligation for potential extensions of current lease holdings. For 2012, only two tenements will complete the first year of the initial 4 year exploration period and thus the minimum 10% required expenditure is approx. €47,000. Moreover there are annual tenement rental fees in the order of €90,000 per year. EMED has met its obligations to date and the exploration program for Slovakia will more than fulfil these commitments. All annual technical and financial reports have been submitted in time and approved straightforwardly.

In Cyprus, there are no exploration commitments required and tenement rentals are approximately €36,000 per annum.

Off-Balance Sheet Arrangements

The Group has no off-balance sheet arrangements.

 

Transactions with Related Parties

The following transactions are carried out with related parties:

1. Compensation of key management personnel, which includes directors and certain senior managers.

2. Transaction with KEFI Minerals Plc ("KEFI"). EMED Mining has a 16.6% interest (18.5% as at 31 December 2011) in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI has been GBP 0.1 million per annum, which has been charged back to KEFI.

Both transactions are measured at cost and both have ongoing contractual relationships.

 

 

Year ended 31 Dec 2011

(€ 000's)

Year ended 31 Dec 2010

(€ 000's)

Compensation - Directors and Key Management Personnel

 

1,476

2,115

Service charges to KEFI

 

115

117

 

 

 

 

Financial Risk Management Policies

The Group's financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, and leases. The Group is exposed to interest rate risk, commodity price risk, liquidity risk and currency risk arising from the financial instruments that it may hold. The risk management policies employed by the Group are discussed below.

Treasury risk management

The Board reviews credit risk policies and future cash flow requirements as required. The Board's overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.

Interest rate risk

The Group's exposure to the risks of changes in market interest rates relates primarily to the Group's short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing.

Commodity price risk

The Group does not currently derive revenue from sale of products; therefore the effect on profit and equity as a result of changes in the price risk is not considered material. However the fair value of the mineral projects and the ability of EMED to develop the Rio Tinto Copper Mine will be impacted by commodity price changes (predominantly copper and gold) and could impact future revenues once operational. Management monitors current and projected commodity prices.

Liquidity risk

The Group manages liquidity risk by monitoring forecast cash requirements. The Group's operations require it to raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement assets. If the Group does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed exploration expenditure until funding is available and/or entering into joint venture arrangements where exploration is funded by the joint venture partner.

Credit risk

Credit risk is managed on a Group basis and refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group as well as through deposits with financial institutions. The Group has adopted a policy of only dealing with credit worthy counterparties obtaining sufficient collateral or other security where appropriate as means of mitigating the risk of financial loss from defaults and only banks and financial institutions with an investment grade credit rating are utilised. The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the consolidated financial statements. The credit risk on liquid funds and financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Foreign currency risk

The Group has exploration activities in Spain, Slovakia and Cyprus. During the year to 31 December 2011 most funds are held in Euro, some deposits are held in Canadian Dollars, US Dollars and GBP for working capital purposes. The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency. The Group is mainly exposed to Euros and the Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's current policy is not to enter into any currency hedging transactions.

Fair value estimation

The Directors and management consider that the carrying amount of financial assets and financial liabilities recorded in the consolidated financial statements approximates their fair values.

Critical Accounting Estimates

The preparation of the financial report requires the making of estimations and assumptions that affect the recognized amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods, if the revision affects both current and future periods.

EMED takes a conservative approach in its accounting policy towards exploration expenditure and to goodwill on acquisition. All such expenditures are written off on acquisition or when incurred pending the Board's decision to commence project development.

The Group has three major accounting estimates:

(1) Deferred Tax relating to the Rio Tinto Copper Mine in Spain. The carry forward tax losses for the Group as at 31 December 2011 were €54.8 million of which €21.7 million (deferred tax value of €5.8 million) was attributable to EMED Tartessus and the Rio Tinto Copper Project. It is only these tax losses that have been recognized by the group as this is the only project where the Group has a reasonable expectation of utilizing such losses.

(2) Capitalisation of expenses at the Rio Tinto Copper Mine in Spain. The value of the assets located in Spain relate directly to the ability of the Group to obtain a mining license and restart mining operations. Should the Group not be able to do either, adjustments to the carrying value of assets (tangible and intangible) will have to be made. The value of the adjustments cannot be estimated at present; and

(3) IFRS 2 "Share Based Payments" requires the recognition of equity-settled share-based payments at fair value at the date of grant and the recognition of liabilities for cash settled share based payments at the current fair value at each balance sheet date. The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations.

 

 

31 Dec 2011 (€ 000's)

31 Dec 2010 (€ 000's)

31 Dec 2009 (€ 000's)

Property, plant and equipment

28,363

26,037

8,263

Intangible assets

8,424

5,761

3,239

Deferred tax

5,812

4,057

2,685

Share options reserve

5,269

5,015

3,471

Changes in Accounting Policies

The Group has not changed any accounting policy since the year ended 31 December 2011.

Financial Instruments and Other Instruments

The Group's financial assets and liabilities consist of cash and cash equivalents, investments, receivables, accounts payable and accrued liabilities, some of which are denominated in British pounds, Canadian dollars, Euros and U.S. dollars.

The Group is at risk of financial gain or loss as a result of foreign exchange movements against the Euro. The Group minimises its foreign exchange risk by maintaining low account balances in currencies other than the Euro. The Group does not currently have major commitments to acquire assets in foreign currencies and historically has incurred the majority of its exploration costs in Euro.

Outstanding Share Data

The Company's authorised share capital consists of 1,000,000,000 Ordinary Shares of 0.25p each as at 31 December 2011. This was subsequently increased to 1,400,000,000 Ordinary Shares, as approved by shareholders at an EGM on 12 March 2012.

As at 31 December 2011, the Company had the following shares outstanding and commitments to issue shares:

Number of shares

Ordinary Shares

865,451,848

Warrants

11,513,967

Options

76,351,064

Fully diluted

944,316,879

 

 

 

 

Internal Controls Risks

Management has established systems of Internal Control over the Financial Reporting ("ICFR") process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced. There was no change in the Group's ICFR that occurred during the period beginning on 1 January 2011 and ended on 31 December 2011 that has materially affected, or is reasonably likely to materially affect, the Group's ICFR.

Additional Information

Additional information relating to the Company, including the Company's AIF is available under the Company's profile on SEDAR at www.sedar.com.

CORPORATE INFORMATION

Directors

Ronald Beevor Chairman

Aristidis (Harry)

Anagnostaras-Adams Managing Director/ CEO

 

John Leach Finance Director/CFO

Roger Davey Director

Ashwath Mehra Director

José Sierra López Director

Robert Francis Director

Jasper Bertisen Director

Senior Management

William Enrico

Chief Operating Officer, Spain

Demetrios Constantinides

Managing Director, Slovakia

 

Rob Williams

Group Development Manager

 

Ron Cunneen

Group Chief Geologist

 

 

Registered Office

1 Lampousas Street,

Nicosia, Cyprus

 

Stock Exchange Listings

Toronto Stock Exchange

TSX Code: EMD

 

London Stock Exchange

AIM: EMED

 

 

 

Further Information on EMED Mining

 

Visit: www.emed-mining.com

Mail: 1 Lampousas Street,

Nicosia. Cyprus

 

T: +357 22442705

F: +357 22421956

 

To be notified by email of future announcements, visit the website www.emed-mining.com and subscribe to EMED Mining email list.

 

Shareholder Enquiries

The main registrar for the Ordinary Shares is Cymain Registrars Ltd., 26 Vyronos Avenue, 1096 Nicosia, Cyprus.

The custodian of the depositary interest facility is Computershare Investor Services PLC (UK), The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom.

The Canadian sub-registrar and transfer agent for the Ordinary Shares is Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1.

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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